Penn Match Co. v. Hapgood
Citation | 7 N.E. 22,141 Mass. 145 |
Parties | PENN MATCH CO. v. HAPGOOD and another. |
Decision Date | 25 February 1886 |
Court | United States State Supreme Judicial Court of Massachusetts |
The agreement referred to was as follows:
[Signed] "HAPGOOD & SMITH."
The second count of the declaration was upon an agreement under seal, to which was annexed the remaining allegations, being like those in the first count. The agreement was as follows:
[Signed] "HAPGOOD & SMITH." [ L.S.]
This agreement was under seal and witnessed.
The defendants demurred to both counts of the plaintiff's declaration, assigning causes of demurrer as follows:
The superior court sustained the demurrer, ordered judgment for defendants, and the plaintiff appealed.
W.S.B. Hopkins, for plaintiff.
J. Mason and F.P. Goulding, for defendants.
The plaintiff was not in existence when the writings were made and cannot maintain the action unless it became a party to the contracts after its incorporation. There is no ground for the contention of the plaintiff that the declaration shows the existence of the corporation, though unorganized, sufficient to be a party to a contract, as in Vermont Cent. R.R. v. Clayes, 21 Vt. 30. All that is alleged is the verbal conditional agreement of certain individuals to form a corporation under general laws. The power of a corporation to make contracts can be exercised in accepting and adopting proposed contracts, made in its name and behalf, before its incorporation. Such a contract must derive its validity from the meeting of minds when both parties are in existence; until then, it can be nothing more than an offer by one party. The writings, as between the plaintiff and the defendants, show no more than proposals by the defendants, revocable at any time before acceptance by the plaintiff after its incorporation. The fact that one is under seal is immaterial in this respect. The only consideration shown for the defendant's promises is...
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