
    Supreme Court of Pennsylvania.
    
    BUCHER v. THE DILLSBURG AND MECHANICSBURG R. R. CO.
    A subscription to stock of a proposed railroad, made upon a blank sheet of paper which, it was stipulated, should not be binding or be attached to the “heading” (which contained the terms of the association) until the subscriber had inspected and approved of that instrument, is not binding until that assent.
    
      Semble: That there can be no valid subscription to the stock of a company incorporated under Act of April 4th, 1868, without the payment of ten per cent by each subscriber.
    Error to the Court of Common Pleas of Cumberland county.
   Opinion delivered June 4, 1874, by

Gordon, J.

The proposition made by the defendent, to prove that his subscription to the stock of the proposed railroad was made upon a blank sheet of paper, with the distinct arrangement with Brinks, who acted as agent in taking up the subscriptions, that it should not have any binding force or be attached to the “heading” until he had an opportunity of inspecting and approving that instrument, was material, and the court-should have admitted it.

The Act of April 4, 1868, section 1, under which this railroad company was organized, reads as follows : “Any number of citizens of Pennsylvania, not less than nine, may form a company for the purpose of' constructing, maintaining and operating a railroad for public use * * * * * ; and for that purpose may make and sign articles of association, in which shall be stated the name of the company ; the number.of years the same is to continue; the place from and to which the road is to be constructed, .or maintained and operated; the length of such road as near as may be, and the name of each county in the State through or into which it is made or intended to be made ¡ the amount of capital stock of the company, which shall not be less than ten thousand dollars for every mile constructed or proposed to be constructed, and the number of shares of which said capital stock shall consist; and the names and places of residence of a president and not less than six nor more than twelve directors of the company, who shall manage its affairs for the first year and until others are chosen in their places. Each subscriber to such articles of association shall subscribe thereto his name, place of residence, and the number of shares of stock he agrees to take in said company,” &c. „

Tt will thus be seen that the “heading” about which Brinks and the defendant spoke, was nothing less than the articles of association required by the above recited act. It was therefore a matter of grave import to the subscriber that he should know to what his name was to be appended. Moreover, it was doubtless the intention of the Legislature that such subscriber should know and carefully consider the paper thus presented for his signature. For these matters involve not merely private rights, but also affect the public weal, and hence the parties to them are required to act with due circumspection and within prescribed lines.

It is therefore certain that, unless Bucher’s subscription was attached to the articles of association with his assent for that purpose first had and obtained, it was of no force whatever and could not bind him.

The judgment of the court below is, therefore reversed, and a new venire awarded.

We concur in the reversal of the judgment for the reasons given in the foregoing opinion, and we also think that there can be no valid subscription to the stock of a company incorporated under the Act of April 1868, P. L. 62, without the payment by each subscriber of ten per cent, on the amount subscribed, whether the subscription is made before or after the incorporation of the company.

George Sharswood,

Henry W. Wilijams.  