
    No. 730
    GLASS COATING CO. v. CLARK
    No. 19922.
    Supreme Court
    On motion to certify.
    Dock. June 23, 1926;
    4 Abs. 475.
    313. CORPORATIONS — 1. Where an ind'vidual has entered into a contract with a promoter of a prospective corporation which contract provided for the subscription of $5000 in stock contingent upon the procuring cf subscriptions in the amount of $150,000 may the officers of said corporation release the subscriber from his duty without the authority of the stockholders and creditors?
    2. Will delay caused by action of the capital issues committee of the Federal Government create in a subscriber the right to withdraw his subscription?
    Attorneys — Davis, Young & Vrooman. fo ■ Company; Dustin, McKeehan, Merrick Aits- & Stewart, for Clark; all of Cleveland.
   This action was brought originally in the Cuyahoga Common Pleas by The Glass Coating Company against Sherman S. Clark upon a stock subscription.

It appears that Clark in June 1917 subscribed to $5000 of stock in a corporation .to be organized by one Nailler, said subscription being conditioned upon the procurement of subscriptions totalling $150,000. In August 1918 Clark was informed that subscriptions of $150 000 had been obtained and that the company would be organized immediately. The delay was caused by action of the Capital Issues Committee of the Federal Government Clark failed to comply with the demand fo> payment of his subscription and in April 191S pursuant to a conference with the officers, arrangement sfor the payment of $2000 were made. Clark claimed that the $2000 was paid on an additional subscription while the company claimed that said $2000 was in part payment of the $5000 subscription.

The Common Pleas directed a verdict in favor of the Company rendered judgment thereon, which judgment was reversed by the Cowt of Appeals.

The company in the Supreme Court contends :

1. That Clark could not withdraw his subscription after the conditions of ht» sub - scription contract were fulfilled.

2. That the Appeals erred in finding aceo ’7 and satisfaction between the parties b^cau there was no evidence of authority of th’ officers of the company to allow such a steelement..

3. That the Appeals erred in holdmg the questions in this case should be deter • mined by a jury.  