Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/92

 § 90.] THK LAW OF PRIVATE CORPORATIONS. [CHAP. VI. in good faith and to wish to join, in a valid agreement, the ques- tion would be merely as to the form of the same. Therefore, some consideration should be expressed to pass to D. from the other parties to the instrument at the time of his executing it. To this end, each promise could be expressed to be made in consideration of the making of the other promises, made or to be made, and of one dollar paid by some party on behalf of all present and future parties to the agreement, to the promisor at the time of his executing the same ; which, for greater security, should be under seal. 1 § 95. It may be added, in passing, that if any of theparties to the instrument are infants, their promises will notoeTpnd- ing on them, unless ratified by them after coming of age ; 2 and that if the object of incorporation, as expressed in the agree- ment, is illegal, the agreement to take shares will bind no one. § 96. When there are conditions in an agreement to take shares in a corporation to be formed, the instrument is to be construed with reference to them, so as to give them due effect. 3 Moreover, in construing such conditional agreements, it must be noticed closely whether the condition relates to the promise or to the perform- ance of the promise. If the promise of one party is made con- ditional upon the Snaking' of the promises by the other parties, such promise becomes absolute as soon as the other promises are made. But if a promise is made conditional upon the per- forman ce' of the other promises, such a condition, as before pointed out, would go far towards making the whole agree- ment nugatory. 4 The usual condition in an agreement to take shares in a cor- poration to be formed is that the promises shall not be enforced until all or a certain amount of the stock of the future com- Conditional agree- ments to take shares. x It will be noticed that cases like Methodist Episcopal Church v. Ken- dall, 121 Mass. 528, and other cases cited in the same note with it to § 92, were mostly cases of "gratuitous' 1 subscriptions, made to promote some object in which the subscribers had no direct pecuniary interest. Such cases, therefore, are of questionable application in discussing the binding 72 force of subscri ptions made to further some private money-making business scheme of the subscribers. Compare Haskell v. Sells, 14 Mo. App. 91. 2 See Lumsden's Case, L. R. 4 Ch. 31; and Reaveley's Case, 1 De Gex & Sm. 550. 3 See North Stafford Steel, etc., Co. v. Ward, L. R. 3 Ex. 172.
 * See § 93.