E. Tenn. & Va. R.R. Co. v. Gammon
| Decision Date | 30 September 1858 |
| Citation | 37 Tenn. 567 |
| Parties | EAST TENNESSEE AND VIRGINIA RAILROAD CO. v. WILLIAM GAMMON. |
| Court | Tennessee Supreme Court |
OPINION TEXT STARTS HERE
FROM SULLIVAN.
This action of debt is from the circuit court of Sullivan county. At the July Term, 1858, before Judge Welcker, verdict and judgment were for the defendant. The plaintiff appealed in error.
T. D. & R. Arnold, and McLin for the plaintiff; M. T. Haynes, for the defendant.
This was an action of debt brought to recover $125 the amount of Gammon's subscription for five shares in the stock of said company. Plea nil debet. Judgment for the defendant, and an appeal in error to this court.
The ground of defence is, that at the time defendant subscribed for the stock, and previous thereto, it was represented by an agent of the company, in a public address, and the assurance was repeated, privately, to the defendant, that all the stockholders in said company should have a direct vote in the location of the road; and that the defendant made the subscription on that express condition, and refused to subscribe until this assurance was positively given, inasmuch as different routes had been proposed, and the location of the road had become a subject of considerable interest and feeling in the community.
The subscription paper, signed by the defendant and many other persons, was as follows, viz:
Afterwards, at a general convention of the stockholders of said company, in July, 1850, it was resolved by a nearly unanimous vote--pursuant to an amendment of the charter, made by the General Assembly on the 8th of February, 1850--that the location of the road should be made by the president and directors of the company, on the route which should be selected by the engineer of the company, as the best route.
This, it is alleged, on behalf of the defendant, was a violation of the condition of his subscription, and a fraud upon him, which discharged him from his contract.
The proof clearly establishes, that the defendant did in fact subscribe for the stock on the condition before stated; but this rested in parole. And it is clearly established, that the agents of the company in making the representations and assurances before mentioned, acted in perfect good faith. They honestly believed--and such, indeed, seems to have been the first determination of the board of directors--that the road would be located by a direct vote of the stockholders. But this determination was subsequently changed, as before stated.
The idea of fraud, or unfairness in procuring the defendant's subscription, on the part of the agents of the company, or the board of directors, is wholly repelled by the proof in the record.
On this state of facts, we are of opinion that the judgment is erroneous upon two grounds.
First: The subscription for shares in the stock of the company, was a contract and the interest thereby acquired was a sufficient...
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