16 Mass. 94 (Mass. 1819), The Chester Glass Co. v. Dewey

Citation:16 Mass. 94
Opinion Judge:Parker, C. J.
Party Name:The Chester Glass Company v. Stephen Dewey
Attorney:Mills, for the defendant. Bliss, for the plaintiffs.
Court:Supreme Judicial Court of Massachusetts
 
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Page 94

16 Mass. 94 (Mass. 1819)

The Chester Glass Company

v.

Stephen Dewey

Supreme Court of Massachusetts, Hampshire

September, 1819

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Assumpsit to recover the original amount or price of a share in the stock of the said company, and also the assessments laid on the said share; and it is alleged in the declaration, that the defendant agreed to take the said share, and promised to pay the said original amount, and all the assessments. The plaintiffs also claim another sum for goods sold and delivered by them to the defendant.

On the general issue pleaded and joined, trial was had before Jackson, J., at the last April term in Hampden; when the plaintiffs produced certain articles of association or agreement, dated May 7th, 1814, and subscribed by the defendant and others, by which the subscribers thereto agreed to associate together for the purpose of manufacturing glass in the town of Chester, and for carrying on such trade as might be judged useful. They formed themselves into a company, by the name of The Chester Glass Company; engaged to pay to their agent the sums annexed to their names, at such times as the majority might direct; and in case a further sum should be needed, and other subscriptions could not be obtained, they agreed to be assessed in proportion to their subscriptions; and the profits or losses in the business were to be divided in the same proportion. The stock was to be divided into shares of 500 dollars, each share to have one vote in all transactions. The subscription was made accordingly in shares. It appeared in evidence that it was not originally subscribed by all of those whose names then appeared on it. On the 7th of June, 1814, those who had then subscribed, or some of them, were incorporated by an act of the General Court, by the name of "The Chester Glass Company," with all the usual powers and privileges of manufacturing companies. After the said incorporation, sundry other persons subscribed the said association, and received certificates of their respective shares. The defendant subscribed it in April, 1815, in the manner following. He was a carpenter living very near the plaintiffs' manufactory, and it was proposed between him and the agent of the company, that he should take a share, and should pay for it by discharging the company of 100 dollars, which they owed him, and by making boxes for their glass, and by other services, provided he would do it at as cheap a rate as the plaintiffs could procure it to be done by any other person. The agent having stated this proposition to the directors of the company, and obtained their consent, agreed with the defendant accordingly, and he thereupon subscribed the association. It appeared that the defendant made the boxes for the plaintiffs, pursuant to the said agreement, until July or August following; when he refused to make any more, unless for a higher price than was demanded by another person. In June, 1815, he contracted with the said directors to erect the frame of a house for the plaintiffs, for a sum agreed on, which should go towards the payment for his said share. Sundry facts were proved, tending to show that he considered himself a member of the company, and that the plaintiffs admitted and considered him as such.

There was also some evidence tending to show that the company had adopted the said articles of agreement as containing the evidence of membership; as by voting that some of the subscribers might be released, on procuring other persons to take their shares.

It was objected for the defendant, that the paper writing signed by him could not be controlled by parol evidence; that it did not contain any contract with the plaintiffs; and that it could not have been adopted by them; nor could the supposed contract, made by the defendant, be ratified and confirmed by...

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