Silver Hook Road v. Greene
| Decision Date | 13 July 1878 |
| Citation | 12 R.I. 164 |
| Parties | SILVER HOOK ROAD v. RAY GREENE. |
| Court | Rhode Island Supreme Court |
Delegated power requiring the exercise of judgment or discretion cannot be again delegated.
A subscription agreement to corporate stock provided that subscriptions " should be paid in by installments as may be called by a vote of two thirds of the board of directors." The directors authorized the treasurer to call for the subscriptions in such instalments as might be needed, & c.:
Held, that the calls made by the treasurer under this authority were invalid.
DEFENDANT'S petition for a new trial.
Edward K. Glezen, for plaintiff.
B. N & S. S. Lapham, for defendant.
This is an action of assumpsit to recover from the defendant the amount of his subscription to the capital stock of the plaintiff. The subscription agreement contained the following clause: " The same," that is the subscriptions " to be paid in by installments, as may be called by a vote of two thirds of the board of directors, to meet the expenses of building said Silver Hook Road, bridges," & c.
The plaintiff corporation organized under its charter on the 12th of June, 1873, and elected seven directors. At a meeting of the directors on the 27th of June, 1873, a committee was appointed to see upon what terms a contract could be made for building the road. This committee reported at a subsequent meeting of the directors on the 20th of August, 1873, and were authorized to enter into a contract for the building of the road, and to draw on the treasurer for funds to pay for the work as it progressed. At the same meeting the directors voted that the treasurer be authorized to call on the subscribers for the amounts subscribed, in such installments as might be needed to meet the necessary expenses of building the road. The treasurer made three calls, the first and second for twenty-five per cent. each, and the third for fifty per cent. of the subscriptions. The defendant paid no portion of either of these installments. Nor was there any evidence that he ever promised to pay either of them, or in any manner recognized the calls as valid.
At the trial the defendant requested certain instructions to the jury, but the court refused to give them, and instructed the jury to the contrary. To the refusals to instruct, and to the instructions given, the defendant excepted. The jury returned a verdict for the plaintiff, and the defendant...
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...Y. & C. R. R. Co. v. Ritchie, 40 Me. 425; Farmers Mutual Fire Ins. Co. v. Chase, 56 N.H. 32; Percy v. Millaudon, 3 La. 568; Silver Hook Road v. Greene, 12 R.I. 164; Weidenfeld Sugar Run Road, 48 F. 615. The general rule that may be deduced from the cases is that a board of directors cannot ......
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Gulf & S. I. R. Co. v. Laurel Oil & Fertilizer Co
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