Red River Rail Road v. Young

6 Rob. 39

• Court: Supreme Court of Louisiana
• Decided: October 15, 1843
• Status: Published

Opinion

Martin, J.

The plaintiffs are appellants from a judgment, which rejected their claim on the defendant, for two instalments of two hundred and fifty dollars each, on his stock in the Company.

He pleaded, that the suit ought to have been brought in the name of the President, Directors and Company ; that it could only be brought on the authorization of the Board of Directors ; and that there is no such Board legally instituted. He denied that he was a stockholder, and pleaded the general issue.

The suit is rightly brought in the name given to the Company by its charter. It appears that the defendant took stock in the Company. The charter required an instalment of two hundred and fifty dollars at the time of the subscription, and another of the same amount at a subsequent period, which is long ago elapsed. It has been contended, that as the charter required the payment of one instalment at the time of subscribing, the Commissioners had no right to dispense therewith, and that so the subscription became without effect. The neglect of the Commissioners to demand, and of the defendant to effect the payment of the first instalment, might have been urged against him as a ground to annul his subscription ; but he cannot be permitted to avail himself of his own wrong in delaying the payment. He has further urged, that the Board did not publish the advertisement required by the charter, on their call for partial payment from the subscribers. The two instalments claimed are demanded under an express provision of the charter, and not in virtue of any call of the Board.

It is, therefore, ordered, that the judgment be annulled and reversed, and that the plaintiffs recover from the defendant the sum of five hundred dollars, with interest, at the rate of five per cent, from the inception of this suit, and costs in both courts,

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Elgee, for a re-hearing. The points on which the court has decided this case, were not considered tenable, and were, on reflection, expressly waived. No notice has been taken of the argument on which the defendant solely relies, to wit, that the Company had no legal existence at the' date of the subscription. A re-hearing is prayed for exclusively on that point.

Re-hearing refused,