Glass Coating Co. v. Clark

6 Ohio Law. Abs. 61

Opinion

JONES, J.

On June 1, 1917, Clark with forty others signed an agreement to subscribe for stock in a proposed corporation, the agreement reciting that such subscriptions should “become conclusive and binding upon the subscribers hereto” when subscriptions aggregating $150,000 par value had been secured. Subscriptions in excess of that amount were secured. No delay in the formation of the corporation occurred, other than that caused by the Capital Issues Committee of the Federal Government. After securing the approval of the Federal authorities, articles of incorporation were filed with the secretary of state, with a nominal capital, on August 13, 1918, and, with the approval of the Federal authorities, an increase of capital in compliance with the subscription agreement was also filed with the secretary of state on September 4, 1918. On August 20, 1918, (and presumably before receiving Clark’s letter of that date withdrawing his subscription) the incorporators appointed one of their number to receive the 10% installment on stock subscribed. Clark refused to pay the same.

HELD: 1. That, under the provisions of the Ohio Code, the corporation was organized to the extent of accepting the stockholders’’ subscriptions and of making calls for 10% thereof. The right of withdrawal claimed under his letter of August 20th was exercised too late.

2.In view of the circumstances then existing, there was no unreasonable delay in the corporate organization on the part of its promoters. The delay was caused wholly by the Federal Government. Clark, by failing meanwhile to withdraw from his subscription agreement, cannot assert that right after the preliminary organization of the corporation has been effected in compliance with the state law and Federal regulations.

(Marshall, CJ., Day, Allen, Kinkade, Robinson and Matthias, JJ., concur.)