Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/548

 § 516.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. IX. This consideration, however, does not exist unless the agree- ment to subscribe is made either with the corporation or its agent, 1 or is subsequently accepted by the corporation. 2 If at the time of subscribing, the subscribers make a part payment or deposit on account of their subscriptions, the making of these deposits by the different subscribers and the receiving of them by the corporation, which latter must be held by so doing impliedly to agree to apply them to the purposes of in- corporation, will constitute a sufficient consideration to pre- vent any subscriber from withdrawing his deposit, as well as a sufficient consideration to enable the corporation to compel the subscribers to complete the full account of their subscrip- tions. 3 § 516. When in the constitution of a corporation, any par- ticular form for a contract of subscription is pre- scribed, it may be inferred that that form, if fol- lowed, will constitute a binding contract. 4 But the fact that the form prescribed was not followed, will not necessarily invalidate a subscription; 5 nor will a subscriber be allowed to take advantage of his own non-per- see, etc., R. R. Co. v. Gammon, 5 I 2 Walker v. Mobile, etc., It. R. Co., Sneed (Term.), 567. See Starratt v. 34 Miss. 245; Northern Central Micl Rockland Fire Ins. Co., 65 Me. 374. Prescribed forms. Failure to pay pre- liminary- deposit. Compare University of Des Moines R. R. Co. v. Eslow, 40 Mich. 222; Stevens v. Corbitt, 33 Mich. 458; v. Livingston, 57 Iowa, 307. When | Michigan, Midland, etc., R. R. Co. v. commissioners are appointed to re- j Bacon, ib. 466. See Mobile and Ohio ceive subscriptions under a statute R. R. Co. v. Yandal, 5 Sueed (Tenn. ), which does not provide for the event I 294. An offer to subscribe to stock of an excess of subscriptions over the ! of a railroad company in case of a authorized capital, and subscriptions | specified extension of its road is re- in excess are made, every subscriber J vocable until delivered to the corn- acquires the right to some stock, pany; and the death of the offerer is Meads i Walker, Hopk. Ch. (N. Y.) a revocation. Wallace v. Townsend, 587. See Clarke v. Brooklyn Bank, lEdw. Ch. (N. Y.)361. 1 Lake Ontario R. It. Co. v. Cur- tiss, 80 N. Y. 219; Essex Turnpike Co. v. Collins, 8 Mass. 292; Lowe v. E. and K. R. R. It. Co., 1 Head (Tenn.), 659; Parker v. Northern Centr. Mich. R. R. Co., 33 Mich. 23; Wallace v. Townsend, 43 O. St. 537. Compare Workman v. Campbell, 46 Mo. 305. 528 43 O. St. 537. See § 108. 3 See § 98, and generally §§ 91-98, for a discussion of the consideration necessary to uphold an agreement to subscribe. 4 Parker v. Northern Central R. R. Co., 33 Mich. 23. See § 91. 5 Still the omission of some pre- scribed formality may render a sub- scription incomplete and therefore invalid. See Dutchess, etc., R. R.