Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/86

 § 91.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VI. CHAPTER VI. LEGAL RELATIONS CONSEQUENT UPON AN AGREE - MENT TO TAKK SHARES IN THE STOCK OF A COR- PORATION TO BE ORGANIZED. Is the agreement binding ? §91. Consideration, §§ 92-95. Conditional agreement to take shares, §§ 96, 97. When deposits may he withdrawn, §98. Certain defences, § 99. Legal relations arising from a valid agreement to take shares, § 100. Assignment of subscriber's interest, §§ 101, 102. Legal relations between subscribers and promoters, § 103. When promoters are liable to sub- scribers for deposits, § 104. Fraudulent subscriptions, § 105. Misapplication of deposits, § 106. Subscriptions in general enforceable by the corporation when organ- ized, §§ 107-109. Rights of subscribers against the corporation, § 110. Effect of subscriber's laches, §§ 111, 112. Is the agreement binding ? § 91. In the first place, is an agreement to take shares in the stock of a corporation binding upon the parties thereto ? 1 If the agreement is made as prescribed by- statute and with persons, usually called commis- sioners, who, for the purpose of receiving subscriptions, are constituted by statute the representatives of the corporation while it is in the process of formation, the right acquired by the subscriber to shares in the company when formed, or, what is the same thing, viewed from the opposite point of view, the obligation which the company when formed will be under to allot shares to the subscriber, is a valid consideration for a sub- scription ; if indeed it may not be said, that, when a statute specifies certain persons with whom agreements to subscribe are to be made, those agreements, provided the requirements of the statute are complied with, are good " by force of the act 1 See generally, Kidwelly Canal Co. v. Raby, 2 Price, 93; Selma and Tennessee R. R. Co. v. Tipton, 5 66 Ala. 787; Eastern Plank Road Co. v. Vaughan, 20 Barb. 155; S. C, 14 N. Y. 546.