Page:Federal Reporter, 1st Series, Volume 3.djvu/773

 7C6 FEDERAL BBFOBTEB. �A fair interpretation of the charter requires 20 per cent, of each subseription to be paid in cash at the time it is made. The by-laws and subseription contract in terms require 10 per cent, of ail subscriptions to be paid in cash at the time of subscribing. �A corporation is the mere creature of law, and its power to do business and make contracts is limited by its charter. Powers not conferred by its charter, or by necessary implica- tion, cannot be exeroised, It can bind itself, and others can become bound to it, only in the mode prescribed by the law of its creation, and such by-laws as it may lawfuUy enact. Pearce y. M. e I. R. Co. 21 How. 441. And, where the char- ter and by-laws of a corporation require subscribers to its capital stock to pay a given per centage of their subscriptions in cash at the time of subscribing, the subseription, without such payment, creates no binding obligation. "Each sub- scriber must pay as a condition precedent to his own liability attaching." Cracker v. Crane, 21 Wend. 211. �"The subseription and the payment of the 10 per cent, must both concur to make a valid subseription. The writing of the name in the subseription book should be deemed but part of the transaction, and provisional or conditional until the 10 per cent, is paid." B. R. e U. R. Co. v. Clark, 26 N. Y. 208; Beach v. Smith, 30 N. Y. 116. �The subseription was not binding on the company. Its agent transeended his authority and exceeded the powers of his principal in taking the subseription on the terms that he did, and the subscriber acquired no rights under it that he could enforce against the will of the company. It did not bJTîd the company, and imposed no obligation on the bank- rupt. �"Erery contract, where the consideration is promise for promise, must be obligatory on both parties, or both will be at liberty to recede. The company could introduce no one as a member in any other way than that pointed out in the act of incorporation ; and even if it could it would be required that. the defendant's title should have been good when he subscribed, otherwise the contract would be without mutuality ; ����