
    Bell et al. vs. Americus, Preston & Lumpkin Railroad.
    'Complaint, from Webster. Stock and Stockholders. Contracts. Corporations. Evidence. (Before Judge Bower).
   Hall, J.

Where suit was brought on certain promissory notes given for the subscriptions of the makers to the stock of a railroad company, it was not admissible for the defendants to prove that the parties who obtained the subscription to the stock represented that the road, when built, was to be a broad or standard guage road, and was to be ironed and equipped by the Central Railroad, whereas, when constructed and •put into operation, it was ironed and equipped by the company itself, and was a narrow guage road — there being no such condition in the notes or in the charter, and the evidence not showing that the parties who made them made any stipulation, verbal or written, for the terms alleged, as a condition to their subscription, or that the parties making such representations bad authority to bind the company thereby, or that they attempted todo so,or that the representations were reported to the company and assented to by them.

(a) Equity will not’reform a written contract of subscription by inserting a condition therein, except upon proof that the parties intended, at the time of executing the contract, to insert it, and that it was omitted by fraud, accident or mistake, of fact; and the mistake must have been that of both parties, and not of one only. Pierce R. Rs., 58, 59 and ■ cit. in notes; 46 Ind., 41, 35; Mor. Corp., 269, 300, 301, 302, 306 — 308.

(b) This case differs from those of Hendrix vs. The Academy of Music (Sept. Term, 1884), and Academy of Music vs. Flanders Brothers (Oct. Term, 1885); 1 Georgia Law Reporter, p. 227.

(c) Yague, general and uncertain allegations that the charter of a -company is contrary to law and the Constitution of the State, and that its existence as a legal corporation is denied, make no question upon which an issue of law or fact could be taken. Besides, this question was abondoned in this court.

Hawkins & Hawkins; E. Gr. Simmons, for plaintiffs in error.

Guerry & Son; C. B. Hudson, for defendant.

Judgment affirmed.  