Holliday v. Wright

96 N.W. 949, 134 Mich. 608, 1903 Mich. LEXIS 690

Opinion

Grant, J.

(after stating the facts). The defense is that time was of the essence of the contract between plaintiff and defendant; that plaintiff did not comply with his contract in paying for his stock as the assessments were made, and cannot, therefore, maintain suit.

The corporation had no interest in the contract between plaintiff and defendant. In contracts of subscription for the stock of corporations, time is not of the essence thereof, unless it is expressly provided or necessarily implied. If, however, time was of the essence of this contract, the corporation waived that feature of it by accepting payment of the full amount after the delay. Malone v. Gates, 87 Mich. 332 (49 N. W. 638); Foster v. Worthington, 58 Vt. 65 (4 Atl. 565); Nibbe v. Brauhn, 24 Ill. 268; Phillips, etc., Construction Co. v. Seymour, 91 U. S. 646.

If any damages accrued by plaintiff’s failure to comply with his subscription contract, the corporation alone suffered them. Individually,, the defendant was not injured thereby, but only in the capacity of a stockholder, if injured at all.

The court was correct in directing a verdict, and the judgment is affirmed.

The other Justices concurred.