Lasar v. Johnson

California Supreme Court Aug 10, 1899 No. L. A. No. 497Published

Before: Haynes

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Holding. A subscription agreement, even if initially gratuitous, becomes a binding contract when the promisee incurs obligations or expenditures in reliance on the subscriber's request, or when the subscription is supported by a bargained-for condition such as the hosting of an event at the subscriber's place of business.

Issues

Whether a subscription agreement lacking initial consideration can be enforced if the promisee incurs liabilities in reliance on the promise.
Whether a subscription committee may sue to enforce a subscription agreement as trustees of an express trust.
Whether the definition of 'entertainment' in a subscription agreement covers the expenses incurred by the committee.

Disposition. affirmed

Quotations verified verbatim against the opinion

“The request of the defendants to the committee to regard their subscription as cash and to go on and make all their arrangements, and the action of the committee in incurring obligations on the faith of this request, was a sufficient consideration”

“This agreement converted the subscription, which, upon its face, was originally one to a charitable purpose simply, into a contract to pay to the committee the sum so subscribed upon condition that a ball or banquet should be given”

Synopsis

Subscription for Entertainment of Delegates—Oonsideration— Obligations Incurred at Subscribers’ Request.—Under a subscription to a fund to be paid to a committee of a Parlor of Native Sons toward the expense of entertaining delegates to a meeting of the Grand Parlor, the request of subscribers, upon demand of payment, that the committee should regard their subscription as cash, and proceed with their arrangements, and the action of the committee in incurring obligations on the faith of the request, was a sufficient consideration to fix the liability of the subscribers.

Id.—Time of Request.—It is not necessary that such request should be made at the time of the subscription.

Id. — Subscription by Hotelkeepers — Contract — Compliance with Conditions.—A subscription by hotel-keepers under an agreement with the committee that either a ball or a banquet should be given to the delegates at their hotel, and, in case neither was given, the subscription should be reduced one-half, is converted by such agreement into a contract, and the giving of a ball thereat in compliance with the condition of the agreement is a good consideration for the promise to pay the full amount of the subscription; and no question can be raised as to any reduction of the liability.

Id.—Subscription for “Entertainment” of Delegates—Construction.—A subscription for the entertainment of a large number of strangers coming as delegates to the meeting of an organized body is not to be construed as limiting the entertainment to board or to the ordinary necessaries of life, and all reasonable expenditures made and liabilities incurred in connection with the entertainment of such a body, including the expenses of a ball and banquet given for their enjoyment, are fairly within the meaning and intent of the subscription.

Id.—Action by Members oe Committee—Parties—Trustees oe Express Trust—Pleading—Defective Title to ■ Complaint.—In an action upon a subscription payable “to the subscription committee of Los Osos Parlor,” brought by the individuals constituting such committee, if the body of the complaint shows that they constituted and acted as such committee, and were the trustees of an express trust, the Parlor which was the beneficiary of the trust need not be joined as a party; and a defect in the title in not showing the trust relation of the plaintiffs cannot be objected to otherwise than by special demurrer.

Id.—Defense—Payment of Expenses by Committee—Borrowed Money.-It is no defense to such action that the expenses of the entertainment of the delegates were paid by the committee, where it appears that a deficiency greater than the amount of the subscription sued upon was met by borrowing the amount from one of the funds of the Parlor, not intended to be used for such entertainment.

HAYNES, C.— The complaint alleges that plaintiffs constitute the subscription committee of Los Osos Parlor, Ro. 61, of the Rative Sons of the Golden West, a social and benevolent organization in the city of San Luis Obispo, who, for the purpose of entertaining the grand parlor of said' organization at their meeting in said city from April 26, 1896, to and including Hay 1, 1896, procured the signature of the defendants to a subscription paper, of which the following is a copy:

[552]“San Luis Obispo, Cal., January 1, 1896.

“We, the undersigned citizens and business men of the city of San Luis Obispo, do hereby agree to pay the amounts set opposite our respective names to the subscription committee oi Los Osos Parlor, Ho. 61, H. S. 0. W., on or before the fifteenth day - of March, 1896, at the city of San Luis Obispo. The money so paid to be used in entertaining delegates to the grand parlor of the H. S. 6. W. during their stay in the city of San Luis Obispo.

“Jack & Johnson, Ramona Hotel, $500.00.”

The complaint further alleged that “defendants signed, executed, and delivered to plaintiffs said instrument upon the express condition, and the consideration therefor, and the promise contained therein, was that said committee should entertain the delegates to the grand parlor of the Hative Sons of the Golden West during their visit and stay in the city of San Luis Obispo with social pleasures and entertainment, and that a ball or banquet should be tendered and given said delegates at defendants’ hotel”; that said grand parlor was convened and held during the time stated; that the delegates were entertained by social pleasures and amusements; that a ball was given at defendants’ hotel; that, relying upon the promise of defendants, plaintiffs expended large amounts of money and incurred liabilities which remain unsatisfied, and which would not have been incurred but for such promise of defendants to pay said subscription.

The jury returned a verdict for the plaintiffs, and defendants appeal from the judgment entered thereon and from an order denying their motion for a new trial. The defense to the action will sufficiently appear from the discussion of the points made by defendants for reversal.

The statement on motion for a new trial specifies as errors several rulings admitting and excluding evidence, and giving and refusing to give certain instructions, and also specifies several particulars in which it is claimed the evidence is insufficient to justify the verdict. Appellants, however, do not discuss nor even allude directly to any of these specifications, but discuss the broad and material questions involved in the case, and to these we will direct our attention.

Lasar v. Johnson

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