Bullock v. Falmouth & Chipman Hall Turnpike Road Co.

• Decision Date: 15 February 1887
• Citation: 85 Ky. 184,3 S.W. 129
• Parties: BULLOCK v. FALMOUTH & CHIPMAN HALL TURNPIKE ROAD CO.
• Court: Kentucky Court of Appeals

3 S.W. 129

85 Ky. 184

BULLOCK v. FALMOUTH & CHIPMAN HALL TURNPIKE ROAD CO.

Court of Appeals of Kentucky.

February 15, 1887

Appeal from circuit court, Pendleton county.

C. H Lee, Geo. R. McKee, J. T. Simon, and O'Hara & Bryan, for appellant, Leslie T. Applegate, for appellee.

BENNETT J.

The appellant and others, believing that the construction of a turnpike road from Falmouth to Chipman Hall, in Pendleton county, would be beneficial to their private interest, as well as that of the public, agreed to incorporate themselves under chapter 56 of the General Statutes, into a company for the purpose of constructing the road. Pursuant to this agreement, articles of incorporation were drawn up, and signed and acknowledged, by appellant and others. The company was organized thereunder as the Falmouth & Chipman Hall Turnpike Road Company, and within a short time thereafter commenced constructing the road. The means necessary for the construction of the road was to be furnished by subscriptions to its capital stock. Many persons did subscribe to the capital stock, by signing their names, together with the amount they wished to subscribe, to a subscription paper. The appellant, prior to the incorporation of the company, agreed verbally to subscribe $1,000 to the capital stock of the company, for the purpose of constructing the road; the sum to be paid as soon as the company was organized, and the construction of the road commenced. After the company was incorporated and organized, the appellant often recognized his liability to pay the $1,000 as soon as the work of constructing the road was begun; and, after the work of constructing the road was begun, he promised to pay the $1,000. But afterwards, when the construction of the road had been pushed nearly to completion, the appellant, for the first time, refused to pay the $1,000. Thereupon the appellee brought suit in the Pendleton circuit court against the appellant for its recovery. The trial of the cause resulted in a verdict by the jury in favor of the appellee for the whole amount claimed. The lower court overruled appellant's motion for a new trial, and rendered judgment against him, upon the verdict of the jury, for the amount claimed. He has appealed to this court.

The case of Twin Creek & Colemansville Turnpike Road Co v. Lancaster, reported in 79 Ky. 552, was upon the following state of facts: "We, the undersigned, for the purpose of constructing a turnpike road from ------ to ------, promise and agree to subscribe the amounts set opposite our respective names to the capital stock of a company to be organized for the purpose, and to pay the same in such installments as may be called for by the proper officers of such company. And we further agree that our said subscriptions may be subject to a call of ten per cent, as soon as such a company or corporation is completed or organized." This court held in that case that the association formed under the General Statutes was nothing more than a private corporation; and, although the improvement contemplated was for the public good, yet the profits arising from the use of the road inured to the benefit of the stockholders; and the contract or subscription, entered into prior to the organization of the company, created such an obligation as rendered the subscribers liable for their subscriptions. The court also said: "The purpose...