Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/564

 § 530.] THU LAW OF PBIVATK CORPORATIONS. [CHAP. IX. that is conducive in the main to the successful carrying out of the originally contemplated enterprise, a shareholder is not re- leased. 1 It is evident that in a large corporation there must be some surrender of opinion, and even of interest by a minority to the majority. This courts will recognize, and will not per- mit one shareholder to ruin the corporate enterprise by insist- ing on his finically strained rights. Thus, a subscriber is not discharged by an amendment to the charter of a railroad cor- poration, which merely enlarges the powers of the corporation, as, for instance, by allowing it to build a branch road; 2 nor is a subscriber discharged by a slight alteration in the route, 3 especially if the location of the road had not been definitely fixed when he subscribed; 4 nor by a change of the corporate name by the legislature. 5 So subscribers are not released by an amendment extending the time for the completion of the railroad, 6 and a subscriber cannot avoid payment because the charter has been modified so as to authorize the corporation to purchase stock in other railroads, even though the real ter- minus of the road is thereby changed.' by accepting a substantial altera- tion. Brown v. Fairmouut M'f'g Co., 10 Pbila. (Pa.) 32; Marlborough M'fg Co. y. Smith, 2 Conn. 579; see §227. 1 Nugent v. Supervisors, 19 Wall. 241; New Haven aad Derby R. R. Co. v. Chapman, 38 Conn. 5G; Union Agriculture Ass'n v. Neill, 31 L>wa, 95; Clark v. Monongahela Nav'n Co., 10 Watts (Pa.), 364; Everhart v. Phila., etc., R. R. Co., 28 Pa. St. 339; Howard v. Glenn, 85 Ga. 238. As to what is a substantial amendment working a material departure from the originally contemplated enter- prise no rule applicable to all cases can be laid down. Witter v. Missis- sippi, etc., R. R. Co., 20 Ark. 463, 493. 2 Peoria, etc., R. R. Co. v. Preston, 35 Iowa, 115.
 * ' Wilson v. Wills Valley R. R. Co.,

33 Ga. 466; see Buffalo and Pitts- burgh R. R. Co. v. Hatch, 20 N. Y. 157; Armstrong p. Karshner, 47 O. 5U St. 276. But a substantial change of the route was held to discharge a subscriber in Middlesex Turnpike Co. v. Locke, 8 Mass. 268; Same v. Swan, 10 Mass. 384; Buffalo, Corn- ing, etc., K. R. Co. v. Pottle, 23 Barb. 21; Kenosha, etc., R. R. Co. v. Marsh, 17 Wis. 13. Especially if the sub- scription is conditional on its face. Moore v. Hanover Junction R. R. Co., 94 Pa. St. 324. 4 Eppes v. Mississippi, etc., R. R. Co., 35 Ala. 33. 5 Bucksport, etc., R. R. Co. v. Buck, 68 Me. 81; Commonwealth v. Pittsburgh, 41 Pa. St. 278, munici- pal subscription. 6 Agricultural Branch R. R. Co. v. Winchester, 13 Allen, 29; see Fry's Ex'r v. Lexington, etc., R. K. Co., 2 Mete. (Ky.) 314; Common- wealth v. Pittsburgh, 41 Pa. St. 278. 7 Terre Haute, etc., R. R. Co. v. Earp, 21 111. 291. Compare Pacific R. R. Co. v. Hughes, 22 Mo. 291.