Subscriptions to stock in corporations involve no different principles from other business subscriptions.. The subscriber promises his payment in return for the promise of the corporation to give him stock.29 The form in which the subscription is made is immaterial. Any facte showing actual assent will constitute a contract.30 Until the contract of subscription is completed by acceptance, the subscriber may withdraw.31 Frequently subscriptions are made to the stock of corporations before the corporation is organized. It is then impossible to make a bilateral contract with the corporation, and, consequently, the subscription remains a mere offer until the corporation is organized and accepts the subscription.32 A subscription to an enterprise not yet incorporated might well be in the form of a bilateral contract with the promoter, with a provision that the promoter's right and liabilities should be assumed by the intended corporation when formed.33
25 See Superior Consolidated Land Co. v. Bickford, 93 Wis. 220, 67 N. W. 45. Also supra, Sec. 116.
26 Gibbons v. Bente, 51 Minn. 499, 63 N. W. 756, 22 L. R. A. 80; Gibbons v. Grinsel, 79 Wis. 365, 48 N. W. 255. In these cases a bilateral written agreement was drawn up in which a promise was made to build a dairy in return for the promises of the subscribers to pay certain sums.
27 In Martin v. Meles, 179 Mass. 114, 60 N. E. 397, a number of manufacturers promise to contribute S500 and such additional sums up to $2000 as might be necessary, to a committee for defending suits arising out of certain patents. The court held the subscribers bound, finding consideration in the promise of the committee to defend the suits.
28 Carnegie Trust Co. v. Security L. I. Co., 111 Va. 1, 68 S. E. 412, 31 L. R. A. (N. S.) 1186.
29Harris's Case, L. R. 7 Ch. 587; Household Fire Ins. Co. v. Grant, 4 Exch. D. 216, and cases in this section.
30 Planters', etc., Co. v. Webb, 144 Ala. 666,39 So. 562; Ventura, etc., Ry. Co. v. Collins (Cal.), 46 Pac. 287; Jackson, etc., Co. v. Walle, 105 La. 89, 29 So. 503; Nebraska, etc., Co. v. Lednicky, 79 Neb. 587, 113 N. W. 245.
331 Re London & Northern Bank (1900), 1 Ch. 220; and see cases in the following note.