Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/545

 CHAP. IX.] CORPORATION AND SHAREHOLDERS. [§ 513. Legal rela- tions ; gen- scriber acknowledges the receipt of shares which he agrees to pay for in instalments, one of which he actually pays, he will be liable on his subscription, although no certificate of stock has ever been issued to him ; * and, unless a subscription is ex- pressly made payable on call, no notice to the subscriber is necessary before bringing suit. 2 " A certificate of the shares of stock of a railway company is merely a solemn affirmation under the seal of the company that a certain amount of shares of stock stands in the name of the individual mentioned in the certificate." 3 § 512. Legal relations occasioned by a contract to take shares, just as legal relations occasioned by any other contract, are the manifestations of the rules of law within the operation of which the parties by their eraicharao- contract have brought themselves. If the contract to take shares is binding, that is, if the desired legal relations are occasioned, the rules of law of which the legal relations so occasioned are the manifestation will be those composing the constitution of the corporation ; or, speaking more definitely, will be those contained in the charter of the corporation, or in the general enabling statute and articles of association filed in accordance therewith, supplemented by the more general rules of corporation law. 4 And a person subscribing for shares is affected with a notice of the obligations which he incurs. 5 § 513. It is the settled law of the United States Supreme Court, and of most of the states, that a subscription j: i • t i • /• ! .-. Implied tor snares implies the promise or the subscriber to promise of 1 Hawley v. Upton, 102 U. S. 314. In these cases the subscriber had not demanded a certificate. Barron v. Burrill, 80 Me. 00. Compare We m pie v. St. Louis, etc., R. R. Co., 120 111. 190; A. & S. C. R. Co. v. Hill, 20 Oregon, 177. 2 Lake Ontario, etc., R. R. Co. v. Naason, 10 N. Y. 451; Grubb v. Mahoning Nav. Co., 14 Pa. St. 302; Wilson v. Wills Valley R. R. Co., 33 Ga. 400. Personal demand before suit for calls may be made necessary by statute. Scarlett u. Academy of Music, 43 Md. 203 ; compare Sheffield R'y Co. o. Woodcock, 7 M. & W. 574; Newry and Enniskillen R'y Co. v. Edmunds, 2 Exch. 118. 3 Lord Cairns in Shropshire Union R'ys, etc., Co. v. Queen, L. R. 7 H. L. Cas. 490, 509. 4 See Hoagland v. Cincinnati and Ft. W. R. R. Co., 18 Ind. 452, 454. 5 McKira ». Glenn, 00 Md. 479; Chesapeake and Ohio Canal Co. v. Dulany, 4 Cranch, Cir. Ct. 85. 525