1. 2 Bouv. L. Dict. 679.

A subscription is a written contract by which one engages to contribute a sum of money for a designated purpose, either gratuitously, as in the case of subscribing to a charity, or in consideration of an equivalent to be rendered, as a subscription to a periodical, a forthcoming book, a series of entertainments, or the like. Black's L. Dict. 1131.

To subscribe is to agree in writing to furnish a sum of money, or its equivalent, for a designated purpose; as, to assist a charitable or religious object or to take stock in a corporation. And. L. Dict. 985.

2. Parsonage Fund v. Ripley, 6 Me. 442; Maine Cent. Institute v. Haskell, 73 Me. 140; Amherst Academy v. Cowls, 6 Pick. (Mass.) 427; 17 Am. Dec. 387; Ladies' Collegiate Inst. v. French, 16 Gray (Mass.) 201; Williams College v. Danforth, 12 Pick. (Mass.) 541; Bohn Mfg. Co. v. Lewis, 45 Minn. 164; Troy Conference Academy v. Nelson, 24 Vt. 189. Compare Collier v.

Baptist Education Soc., 8 B. Mon. (Ky.) 68; Coleman v. Eyre, 45 N. Y. 38.

In Amherst Academy v. Cowls, 6 Pick. (Mass.) 433; 17 Am. Dec. 387, the defendant had given his note for the amount of his subscription made to Amherst Academy. The principal defense in the suit upon this note was want of consideration. Said the court, by Parker, C. J.: "Was there a consideration for this note when it was given? In one sense there was not; that is, the promisor had received nothing at the time from the payees which was of any pecuniary value. But it is quite sufficient to create a consideration, that the other party, the payee, should have assumed an obligation in consequence of receiving the note, which he was compellable either at law or equity to perform, unless the promisor should be able to show when sued that the payee had refused, or was unable, or had unreasonably neglected, to perform the engagement on his part; in which cases a defense might be raised on the ground of a failure of the con

sideration. The defense is not put upon that ground, and so it must be presumed that the corporate body to whom the promise is made has applied its funds to the purposes for which they were raised, or is ready and willing to do it whenever the different contributors to it shall have performed their engagements. In a court of equity of general jurisdiction they could be compelled to discharge their duty. Without such a court they would be subjected to a loss of their charter by refusal or neglect; for without doubt the legislature are the visitors of all corporations founded by them for public purposes, where there is no individual founder or donor, and may direct judicial process against them for abuses or neglects which by common law would cause a forfeiture of their charters. We do not find that it has ever been decided that where there are proper parties to the contract, and the promisee is capable in law of carrying into effect the purpose for which the promise is made, and is in fact amenable to law for negligence or abuse of his trust, such a contract is void for want of consideration."

In Parsonage Fund v. Ripley, 6 Me. 445, the court, by Mellen, C. J., said: "The professed object of those who subscribed to the parsonage fund was to avoid those difficulties and divisions which arise in supporting a minister by parish taxes, and to preserve the interesting connection between a pastor and his church and people. The subscribers have expressed in plain terms the conditions on which their donations are made; and by these, require of the trustees the performance of several duties attended with labor and some expense. The acceptance of the donations on these conditions amounts to an undertaking on the part of the trustees to perform this labor and incur the necessary expense of recording the list of donations and the directions

of the donors, and furnishing copies as required by them. This acceptance and undertaking of the trustees at the request of the donors, form a good consideration for the note in question."

Where the subscription was made for the support of the minister, it was held that a subsequent change of the articles of faith adopted by the church, though made in some essential particulars, did not absolve the parties from the obligation of such agreement. Parsonage Fund v. Ripley, 6 Me. 442.

When the trustees of an institution incorporated for educational purposes are capable of receiving money and carrying out the design of a subscription, wherein the subscribers promise to pay to the order of such trustees the sums set against their names in six years from date, to create a building fund for said institution, such trustees are amenable to law in case of negligence or abuse of their trust; and when such subscription is accepted, there is an implied promise for its faithful execution, and that is sufficient consideration for the promise of each subscriber to the fund. Maine Cent. Institute v. Haskell, 73 Me. 140.

The plaintiff undertook to expend money in the erection of a manufactory in the City of St. Paul, upon the condition that certain sums should be subscribed and paid by citizens thereof in aid of the enterprise and upon the faith of such subscriptions. It was held that this was a sufficient consideration for the subscriptions. Bohn Mfg. Co. v. Lewis, 45 Minn. 164.

1. Boutell v. Cowdin, 9 Mass. 254; Phillips Limerick Academy v. Davis, II Mass. 112; 6 Am. Dec. 162; Bridgewater Academy v. Gilbert, 2 Pick. (Mass.) 579; 13 Am. Dec. 457; Stewart v. Hamilton College, 2 Den. (N. Y.) 403; aff'd 1 N. Y. 581. Compare Lathrop v. Knapp, 27 Wis. 214.

2. Petty v. Church of Christ, 95 Ind. 278; Christian College v. Hendley, 49

Cal. 347; Watkins v. Eames, 9 Cush. (Mass.) 537; Trustees of Church, etc., v. Stetson, 5 Pick. (Mass.) 506; Allen v. Duffie, 43 Mich. 1; 38 Am. Rep. 159; Homan v. Steele, 18 Neb. 652; Congregational Soc. v. Perry, 6 N. H. 164; 25 Am. Dec. 455; Osborn v. Crosby, 63 N. H. 583; Edinboro Academy v. Robinson, 37 Pa. St. 210; 78 Am. Dec. 421. But see Presbyterian Church v. Cooper, 112 N. Y. 517; 8 Am. St. Rep. 767.

The objection to this view is that, if the mutual promises do constitute a sufficient consideration for each other, so as to create a valid contract, it is a contract between the co-signers only, and not between them and a third person who is not a signer. See 16 Am. L. Reg. 550; Curry v. Rogers, 21 N. H. 255. And compare 1 Parsons on Cont. (7th ed.) 454, where it is said: "To say that they [i. e., subscriptions] are obligatory, because they are all promises, and the promise of each subscriber is a valid consideration for the promise of every other, seems to be reasoning in a vicious circle. The very question is, are the promises binding, for if not, then they are no consideration for each other. To say that they are binding because they are such considerations, is only to say that they are binding because they are binding; it assumes the very thing in question."

Such mutual promises might, however, support an action against a single individual, who refused to pay, brought by his co-subscribers, they having accomplished the object for which the subscription was gotten up. George v. Harris, 4 N. H. 533; 17 Am. Dec. 446.

1. Caul v. Gibson, 3 Pa. St. 416. 2. Richelieu Hotel Co. v. International Military Encampment Co. (Ill. 1892), 29 N. E. Rep. 1044. But a stipulation that the trustees of a certain fund, to be raised by subscription, shall signify their acceptance of the trust in writing, is a condition precedent to their right to enforce such subscription. Wiswell v. Bresnahan, 84 Me. 397

Acceptance Inferred.-Where a subscription was entered into for the payment of certain sums of money to a contemplated corporation, to be formed for a purpose from which the subscribers were to derive benefits, no formal acceptance of the subscription, nor notice of such acceptance, is necessary to make it binding; but an acceptance may be inferred from the subsequent action of the corporation; which, when formed, may enforce the subscription. Richelieu Hotel Co. v. International Military Encampment Co. (Ill. 1892), 29 N. É. Rep. 1044.

Under Indiana Rev. St. 1881, § 5101, providing that "the board of commissioners shall have power to receive subscriptions and donations in money or property, real or personal, which shall be applied to the construction or improvement of such road,” a written subscription is not invalid because not dated, and in a suit thereon it will be presumed that it has been received and accepted. Allen v. Clinton Co., 101 Ind. 553.

3. See infra, the next two sub-divisions; Broadbent v. Johnson (Idaho, 1887), 13 Pac. Rep. 83; Cottage St. M. E. Church v. Kendall, 121 Mass. 528; 23 Am. Rep. 286.

1. Miller v. Ballard, 46 Ill. 377; Kentucky Baptist Education Soc. v. Carter, 72 Ill. 247; Williams College v. Danforth, 12 Pick. (Mass.) 541; Bort v. Snell, 39 Hun (N. Y.) 388; Darnall v. Lyon (Tex. 1892), 19 S. W. Rep. 506; Lafayette Co. Monument Corp. v. Magoon, 73 Wis. 627; Lafayette Co. Monument Corp. v. Ryland, So Wis. 29. Compare Broadbent v. Johnson (Idaho, 1887), 13 Pac. Rep. 83; Richelieu Hotel Co. v. International Military Encampment Co. (Ill. 1892), 29 N. E. Rep. 1044; Schuler v. Myton, 48 Kan. 282 Homan v. Steele, 18 Neb. 652; Culver v. Banning, 19 Minn. 303. One who agrees with a county board to give a certain sum for a certain purpose, on condition that the county shall make a donation for the same purpose, becomes bound by his agreement when the county raises and gives the specified amount; and a corporation organized under the agreement to become trustee to receive the money and carry out the purpose has no power, without consent of the county, to agree to other conditions, on breach of which the subscriber will be released from his obligation. Lafayette Co. Monument Corp. v. Ryland, 80 Wis. 29.

The defendant subscribed a paper, whereby he agreed to pay the plaintiff, an incorporated college, a certain sum, provided the college remained in the place where it then was; other wise the subscription to be void, and the money, if paid, to be refunded; and also provided the corporation should, within one year, accept the subscription, and, by vote, order an entry of the paper upon their records. These conditions having been complied with, it was held that the promise was made for a sufficient consideration, and was binding on the defendant. Williams College v. Danforth, 12 Pick. (Mass.) 541.

raised the $2,000 within the prescribed time and paid it to plaintiff. It was held that defendant's proposal was a conditional subscription, and became absolute upon such performance by the county, and was supported by a valid consideration. Lafayette Co. Monument Corp. v. Magoon, 73 Wis. 627. See also Darnall v. Lyon (Tex. 1892), 19 S. W. Rep. 506.

And if performance of condition is not intended to precede payment, the subscriber may not set up the failure of performance of the condition when sued upon his subscription. Keller v. Johnson, 11 Ind. 337; 71 Am. Dec. 355.

2. Low v. Studabaker, 110 Ind. 57; Sickels v. Anderson, 63 Mich. 421.

Where subscriptions to the removal and establishment of a manufactory elsewhere are upon the condition precedent that the manufactory shall be completed by a day certain, time is essential, and the subscriptions are obligatory only upon the strict performance of the condition. Bohn Mfg. Co. v. Lewis, 45 Minn. 164.

A promise to pay money upon the completion of a railroad, described in the contract as the Delphos, Bluffton & Frankfort Railroad, can only be enforced by the promisee upon proof that the railroad named has been completed, and it will not be sufficient to entitle the promisee to a recovery to prove that a railroad has been built, for it must be shown that the railroad described has been built. Low v. Studabaker, 110 Ind. 57.

In fulfillment of a donation to aid the construction of a railroad, the donors gave a note to the contractors in part payment of the debt due by the railroad company, payable "one day after the grading shall be done, and the ties on the ground sufficient for the roadbed of the O. & N. W. R. R., between O. and E." The O. & N.W. R. R.quit work before the grading and tying had been done and abandoned its roadbed. Twelve years after, another company built a road between O. and E., partly on the old line and partly on a shorter and more direct line. There was no evidence that the new company succeeded to the rights of, or had any connection

Defendant proposed to the county supervisors that if the county, within two years, would raise by taxation the sum of $2,000 towards the payment of a soldiers' monument, proposed to be erected by plaintiff, defendant would himself give $1,000 for the same object. The county, under this proposition,

with, the original company. It was held that the roadbed mentioned in the note being a material part of the contract, and not completed within a reasonable time, no recovery could be had. Sickels v. Anderson, 63 Mich. 421.

1. First M. E. Church v. Sweny (Iowa, 1892), 52 N. W. Rep. 546; Wiswell v. Bresnahan (Me. 1892), 24 Atl. Rep. 885; Brown v. Dibble, 65 Mich. 520; Cincinnati, etc., R. Co. v. Bensley, 51 Fed. Rep. 738.

A stipulation that the trustees of a certain fund to be raised by subscription should signify their acceptance of the trust in writing, is a condition precedent to their right to enforce such subscriptions. Wiswell v. Bresnahan (Me. 1892), 24 Atl. Rep. 885.

The agreement by which subscriptions were made to the erection of a factory provided that the money should be paid to a trust company on August Ist, but should not be paid to the beneficiary, unless its factory was in operation by September 1st, failing which it was to be refunded to the subscribers. The time was afterwards extended to November 1st. It was held that the extension was subject to the same condition as to refunding the money subscribed. Bohn Mfg. Co. v. Lewis, 45 Minn. 164.

A subscribed, in aid of a railroad company, $5,000, "one-half of said sum to be due and payable when said company shall construct or secure a continuous line of railway from T to M." Trains ran from T into M over the road in the specified time, but the road belonging to the company only extended to D, and the distance from D to T was run over the road belonging to another company under an arrangement by which the company was permitted to use the track thereof, but in subordination to the use of the company owning. It was held that there was no performance under which A could be held upon his subscription. Brown v. Dibble, 65 Mich. 520.

In Schuler v. Myton, 48 Kan. 282, the facts were these: Plaintiffs subscribed and guarantied the payment of a sum of money and the conveyance of land, on the condition that a college should be erected on a certain tract of land, and defendant, who would derive benefit therefrom, subscribed and engaged to pay plaintiffs

a certain sum of money, but his subscription, which was in writing, was, for some reason, on the express condition that the college should be located on the southwest quarter of that tract. The college was built on the tract, but not on the southwest quarter thereof; the plaintiffs paid their subscription. Subsequently the defendant made a new oral promise to pay the amount of his subscription without reference to the location of the college. It was held that, as plaintiffs were bound by their subscription notwithstanding the location, the new promise of defendant was without consideration, and that they could not recover from him the amount of his subscription..

The members of the plaintiff church, contemplating the erection of a new church building, organized a society "to procure funds for the furnishing of the new church on its completion." Many members thought the building would be erected on a lot the property of the church, and such lot was subsequently fixed upon as the location. Later, the location became a matter of contention, whereupon the society ceased its efforts, and finally the location was changed. Several contributors asked that their money be refunded if the building was not to be erected on the lot originally selected. In an action by the church to recover the funds contributed, the treasurer of the society testified that she contributed with the understanding that the church would be built on such lot. One of the officers of the church testified that it was generally understood that such would be the site. It was held sufficient to sustain a finding that the contributions were made on condition that the church be erected on that location. First M. E. Church v. Sweny (Iowa, 1892), 52 N. W. Rep. 546.

One who might have avoided his subscription on account of the alteration of the paper, may be held by his silence and conduct to have ratified the alteration. Landwerlen v. Wheeler, 106 Ind. 523.

In an action on a subscription, where it is shown that defendant signed the subscription paper set out in the complaint, but has never paid the amount subscribed, and there is evidence of a material alteration in the instrument, there is a question for the jury and it