Tonica & Petersburg Railroad v. Stein

Breese, J. This suit was brought originally before a justice of the peace, and by appeal taken to the Circuit Court of Menard county, where a judgment was rendered in favor of the defendant. The case is brought here by writ of error, and the principal error relied on to reverse the judgment is, that the court below admitted parol evidence to explain the defendant’s subscription to the capital stock of the railroad company. It will be perceived that this is a case in which the defendant did not actually sign the subscription book. The stock was subscribed by another person, by writing the name of the defendant on a blank sheet of paper, and afterwards, without any authority, transferring it to the subscription list. The defendant on the trial contended that he agreed to take one share of the stock on certain conditions, and his name was put down on a piece of paper for one share, on certain assurances that the depot would be located at a particular place, or not located at a certain place. There is no proof that he authorized Clay or any one else, to. put his name to a subscription list containing no conditions. It became necessary on the trial to determine the extent to which the defendant was willing to go—how far he did go— what authority was given by him to put his name down at all for one share—what was his understanding and intention when he said he would take one share. This necessarily let in much testimony, none of which is in the category of an attempt to explain a written instrument—the subscription paper—by parol. The inquiry was, did he subscribe at all ? The jury have found he did not subscribe in such manner as to bind him, and we are satisfied they decided correctly, and accordingly affirm the judgment. Judgment affirmed.