Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/105

 CHAP. VI.] AGREEMENTS TO TAKE STOCK. [§ 112. the corporation, or the other shareholders or subscribers, might claim that he had waived his rights, or at least was estopped from asserting them to the injury of any one who had reason- ably acted on the supposition, occasioned by the delay, that he had waived them. And should the rights of any outsiders who had contracted with and become creditors of the corporation intervene, the subscribers should certainly not be allowed to withdraw funds or claim a release from their agreements to the detriment of persons outside the corporation, who very likely contracted with the corporation on the credit of those funds or agreements to subscribe. Such outside creditors could well say that the original contracting parties, in entering on such an enterprise, took upon themselves, at least as regards outsiders acting in good faith, the risk of internal mismanagement of the affairs of the corporation and misapplication of its funds. So it behooves a dissenting party or subscriber to dissent actively at once, and better before than after the organization of the corporation ; and if after, then at the earliest possible moment. 1 § 112. It may be added, finally, that not only may a party acting promptly claim a rescission of the contract, but a court of equity will ordinarily aid him with an injunction, restrain- ing the other parties to the contract or the corporation from acting in violation of his rights. 2 1 Laches begins when the sub- scriber is chargeable with notice. Laud Co. v. Hauft, 90 Va. 533. 2 See Lord Eldon's valuable judg- ments in Natusch v. Irving, Gow on Part. App. 576 (American ed. of 1830), and in Coust v. Harris, Turn. & R. 496. Compare Stocker v. Wed- derburn, 3 K. & J. 393. 85