Strasburg Railroad v. Echternacht

1. A corporation cannot sustain an action against one who, before it was chartered, with others, signed a paper agreeing to take a certain quantity of its stock and afterwards refused to do so. 2. Such a paper signed by the party is not a contract, but amere expression of the subscriber’s intention. 3. Supposing it to be a contract, it is not to be enforced by a bill in equity, but at law, where the remedy would be full and complete.

Certiorari to the Common Pleas of Lancaster county.. This was a bill in equity on the part of the railroad company, filed with the view of enforcing the specific performance of an agreement, which was as follo.ws: “ We, the undersigned, agree to take the number of shares of the capital stock of the Strasburg Railroad Company, set opposite to our respective names, the price per share to be $ 100, provided there can be a charter obtained at the next ensuing session of the legislature of Pennsylvania, granting said company to terminate said road at the east end of the borough of Strasburg, and connecting with the state road at or near Lemon Place, — granting also the said company to do all the business connected with the road, such as forwarding and receiving produce of all kinds, coal, lumber, and all other commodities as are transportable over other railroads.” William Echternaeht, the defendant, was a signer for five shares. Application was made to the legislature, and on the llth of February 1851, (which was during the next ensuing session after the signing of the agreement), the Act to incorporate the Strasburg Railroad Company was passed (Pam. L. p. 53), the provisions-of which are in accordance with the terms specified in the above agreement. The road was commenced, and it was alleged that the property of the defendant rose in value. He however refused to subscribe to the stock of the company, and the bill in question was filed. On the part of the defendant the bill was demurred to. The facts stated in the bill were not confessed, but it'was alleged that no matter of equity was stated in the bill whereon a decree of specific performance should be made. The demurrer was sustained by the Court below, and the bill was dismissed; and to this error was assigned.