Philadelphia and West Chester Railroad Company v. Hickman
| Decision Date | 01 January 1857 |
| Parties | The Philadelphia and West Chester Railroad Company versus Hickman. |
| Court | Pennsylvania Supreme Court |
Bell and Pennypacker, for plaintiffs in error.
Wm. Darlington, for defendant in error.
After the organization of the West Chester and Philadelphia Railroad Company, the managers, for the purpose of obtaining additional subscriptions to the capital stock of the company, adopted a proviso to be added to the form of contract to be subscribed by the future purchasers of stock. By that proviso it was stipulated that "the subscription hereto shall be binding only in the event of an aggregate of $300,000 being subscribed, inclusive of all former subscriptions, and of such subscriptions as shall be made absolute or shall become so by the fulfilment of their conditions." To that contract Eber Hickman, the defendant below, subscribed to the number of ten shares, promising to pay $50 to each share, in such manner and proportions, and at such times as shall be determined by the president and managers of said company. This action is brought to recover the sums of money thus contracted to be paid.
By the Act 11th April, 1848, entitled "An Act authorizing the Governor to incorporate the West Chester and Philadelphia Railroad Company," commissioners were appointed to receive subscriptions to the stock according to the form prescribed in the act. That form contained no proviso of the kind contained in the contract of the defendant, and it was declared in the section authorizing the commissioners to receive subscriptions, that no subscription shall be valid unless the person so subscribing shall pay to the said commissioners at the time of making the same, the sum of $5 on each and every share, for the use of the company. It is very clear that the proviso applies exclusively to subscriptions received by the commissioners before the organization of the company. It is contained in the section specifying their powers and regulating their duties. It provides that the money shall be paid to the commissioners. But when 1200 shares of the stock were taken, and $5 on each share paid, the commissioners certified the fact to the governor, and letters patent issued according to the act of incorporation. A president and managers were elected, who were fully authorized by the charter to conduct the business of the company. They possessed the power to enter into any contract which was necessary to the purposes for which the corporation was created. They had power not only to receive additional subscriptions to the extent of $600,000 capital created by the act, but to increase the capital to the extent of $1,200,000. The Act of Assembly placed no restriction upon the corporation, after it was organized, in regard to the payment of the sum of $5 on each share of stock at the time of subscribing. On the contrary, the president and managers were authorized and empowered to ascertain the terms, manner, and proportions in which the said stockholders shall pay the money due on their respective shares. The words "the said stockholders," must be intended to include all the stockholders referred to in the previous section. That section includes in the corporation not only the subscribers existing at the time letters patent issued, but if the subscription was not then full, those also "who shall thereafter subscribe." So that, under the Act of Assembly, the president and managers had full power to ascertain not only the "time," but the "manner" of payment of all moneys due on stock subscribed before the organization, and of all moneys to become due on subscriptions subsequently taken. But, independently of that express authority conferred by the charter, the corporation, as an incident of its creation, has the power to make all contracts, whether express or implied, whether by...
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