The opinion of the court was delivered,
by Thompson, C. J.The judgment of the court below in this case is fully sustained in the Academy of Edinboro’ v. Robinson, 1 Wright 210. The contracts in both were a positive promise to pay certain sums of money to accomplish a specified object, viz.: in the first to build an academy, and in the last to purchase grounds for an agricultural park. In both subscriptions the associators contemplated the procurement of charters of incorporation. In the former, the court held that the corporation, when organized, became the legal trustee of the funds subscribed, and the proper party to call on the subscribers for payment, if the subscriptions were not withdrawn before the act of incorporation and organization. “ The duties created by the act of subscription are duties to the association, and the first of them to be performed is the duty of organization, and when it is complete the duty of paying the sum subscribed is a duty to the organized association,” per Lowrie, C. J. It seems to me this is the rationale of the binding force of the subscription. Standing unrevoked, it involves the same principles as if the money had been paid at the moment of subscription. In that case, it would strike every one, that the corporators would be the proper parties to appropriate it to the objects intended by the association. The corporation would be the legal trustee to administer the fund. The Railroad Co. v. Echternacht, 9 Harris 220, was not in form and was held in substance to be different from the first-mentioned case. The subscription was a promise to take stock in the company when it was organized. This court held that that was but an expression of an intention to take the stock when the company was organized and was not enforceable by action. As we regard the case cited of the Academy v. Robinson, supra, in point, we regard it as ruling this case against the plaintiffs in error.
Judgment affirmed.