46 4  ¢ » i ’ mDmmL.RmPoarmn.   · ~
tifi»cates‘due Blain Bros. under the contract between Blain Brossand said
car trust, the same not to bedueuntil September 1st."; This was an
acceptance of an order payable September5th, out of agfund which was
to becometdue from week tolweek, if the contract: was performed; and,
in case of its¤non—fulfillment by-Blain Bros., they; were liable in a spec-
” iiied r sum,-ad damages. Underthese circumstances, the car trust ac-
cepts‘the~ordc11 payable in certincates, due under the contract, the same
not to be due until September lst.- The intent of thetacceptance was
that the paymentwas to be made in certificates which were to become
due.Blai;n, Bros;, but were not to be dueuntil September lst. By the
acceptance, the car trust promised to pay, but only from those certin-
, cates, if any, which became due on and after September lst. The
words, f‘due under the contract" do not implythat the certificates were
due atithe date of the acceptance, or that payment was to be made out
of any certificates thereafter. to; be due,_bnt mean that payment was to
be made out of certificates due Blain Bros. under the contract, when the
order was payable, and the words,“theisame not to be due," refer to
the certificates, and not to the order, and mean that the order was pay-
able outof those certificates which were to become due on and after Sep-
tember lst, and not out of anytcertiticates which should become due be-
fore that date. The acceptancej was an agreement to pay in certificates
which became due on audi {ter September 1st._ ‘ .
— Onthe twenty-fourth of,§ugu_s‘t,.Blai‘n Bros. delivered at Huntingdon,
l’ennsylvania,] 10 cars. V Certiicates for $4,463.10 were due from the
cartrust for those cars, withinone week after the receipt of the invoice
of them, the bill of sale, and a certificate of the general manager of their
acceptance, ‘ The answer- does not show that the certificates for these cars
_ were not due on September 1st, and, allowing the ordinary time for trans-
mission of therpapers by mail, it would seem that they- would not nat-
urallyihave been due under the chntract until September lst. On Au-
gust 29th, 30 certificates which paid for previousdeliveries, andthe last
10 cars. were delivered. to the assignee of Blain Bros. I think that, by
the termsof the acceptance, the car trust paid, at its peril, to any other
person than the spring company, for any cars, the certificates for which
did not become due under the contract until September 1st. The answer
sets up the fact that article 4 of the articles of association of the car trust,
which was anwunincorporated association, provided that "all contracts
relating to thebusiness of the association, involvingliabilities for the pay-
·ment’5f moneys; shall be in writing, and shall be signed on behalf of
the association by at 1east" three members of the-board of managers, and
by the person with whom such contract shall be made, and that this ac-
ceptancewas signed` by the secretary- only, and consequently was not
binding upoliltheassociation; The contract with Blain Bros. was signed
=by three managers. The acceptance was not, within the intent of the ~
articles- of association, a contract involving a liability for the payment of -
money, but was simply an·’ assent and agreement in regard to the diver-
- sion of money-already agreed; to bepaid into another channel. It did
not create a liability for additional money. The demurrer islsustained.