
    Ocala Community Hotel Company, a corporation organized and existing under the laws of the State of Florida, Plaintiff in Error, v. F. H. Holloway, Defendant in Error.
    
    137 So. 882.
    Division B.
    Opinion filed November 12, 1931.
    
      D. Niel Ferguson, of Ocala, for Plaintiff in Error;
    
      G. A. Savage, Jr., R. L. Anderson, and W. E. Smith, of ■Ocala, for Defendant in Error.
   Per Curiam.—This

was a suit by Ocala Community Hotel Company seeking to recover on a stock subscription agreement, the material part of which is as follows:

“COMMUNITY HOTEL CORPORATION OF OCALA, FLORIDA
Subscription of Stock
$300 Ocala, Florida 6/16 1925
In consideration of the agreement of others of like effect,, the mutual promises and agreements herein contained, and the benefits and advantages resulting to each of us respectively, I hereby subscribe for 2 shares of the Common Stock of the par value of $100.00 each; 1 shares of the Preferred Stock of the par value of $100.00 each, (with which stock shall be issued one share of non par value non participating stock with each two shares of common and one of preferred combined) of the Community Hotel Corporation, a corporation to be organized under the laws of the State of Florida, for the purpose of providing a new and modern hotel in the City of Ocala. ’ ’

Demurrer was sustained to plaintiff’s declaration which declared on the subscription agreement and accompanying promissory note in separate counts. The writ of error herein brings up for review the judgment entered in favor of defendant' oh his demurrer after plaintiff declined to further plead.

In Perry Hotel Company v. Courtney, decided at the present term (opinion filed September 29, 1931,), we held that a corporation may maintain an action for a subscription made to its stock before it was formed, though • it is not named as a promisee in the agreement to subscribe. We further held in that ease that if any matters existed or happened which entitled the defendant to rescind or avoid the subscription after it was made that such matters were such as should have been asserted by appropriate pleadings by way of defense, when it appeared that the declaration sufficiently alleged the making of the subscription and that the corporation contemplated therein, had been duly formed in accordance with it.

On authority of that case the judgment herein should be reversed with directions to overrule the demurrer to the declaration and have further proceedings as may be according to law.

Reversed and remanded.

Whitfield, P.J., and Terrell and Davis, J.J., concur.

Buford, O. J., and Ellis and Brown, J.J., concur in the ■opinion and judgment.  