Pittsburgh and Connellsville Railroad Co. v. Graham

• Court: Pennsylvania Supreme Court
• Writing for the Court: Thompson
• Citation: Pittsburgh and Connellsville Railroad Co. v. Graham, 36 Pa. 77 (Pa. 1860)
• Decision Date: 01 January 1860
• Parties: The Pittsburgh and Connellsville Railroad Company versus Graham.

Page 77

36 Pa. 77

The Pittsburgh and Connellsville Railroad Company versus Graham.

Supreme Court of Pennsylvania.

ERROR to the District Court of Allegheny county.

Shaler and Sewell, for the plaintiffs in error.

Loomis and Kuhn, for the defendant in error.

The opinion of the court was delivered by THOMPSON, J.

It was determined a little over a year ago, in the case of the present plaintiffs in error v. Byers, 8 Casey 22, and in McCully v. The Same, Id. 25, that a contract or subscription for shares of stock to the company was an ordinary contract, and as such the statute of limitations would operate on the remedies for its enforcement, unless the delay was satisfactorily accounted for; that one of the remedies was by calls for payment of instalments; another was by suit to follow such calls. That no call having been made within six years, and the delay not being satisfactorily accounted for, by analogy to the statute of limitations, the right to call, after that, was barred, and consequently no recovery could be had thereafter against the plea of the statute.

It was furthermore decided in McCully's case, that the release of a large amount of the subscription to the stock of the company without the consent of the defendant, operated to discharge him from the obligation to comply with his contract of subscription. These are in fact the main points raised by the testimony in this case. We are content with the determination in both those cases, notwithstanding the able oral as well as printed arguments, again offered to induce a change of our views.

We shall very briefly notice some new points raised in this case, but which we think are subsidiary to those already noticed.

It is said that this subscription is conditional. The words qualifying the contract are "provided that the construction of said road is prosecuted:" and from this it is contended, that as there was no time fixed within which it was to be prosecuted, that it was within time, although six years had expired. Not so. To adopt this construction would be to interpret the words used to mean "whenever" prosecuted. The law gives a reasonable time for prosecution. But that reasonable time must be before the statute would close in upon the promise of the defendant. If the plaintiffs could only recover, on the performance of the condition, they were bound to perform it in time to entitle them to enforce the contract. The negligence or inability of the company to prosecute the construction...