Subscription

The act of writing one's name under a written instrument; the affixing of one's signature to any document, whether for the purpose of authenticating or attesting it, of adopting its terms as one's own expressions, or of binding one's self by an engagement which it contains. A written contract by which one engages to take and pay for capital stock of a corporation, or 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.

Subscriptions, such as those made to charities, are also known as pledges and can be either oral or written.

State law determines the enforceability of oral and written subscriptions. Courts have regarded subscriptions that are not supported by some consideration as mere offers that become legally binding when accepted or when the recipient of the promise has acted in reliance on the offers. The promise that forms the subscription need not be to pay money but might be for the performance of other acts, such as to convey land or provide labor for construction.

A subscription contract does not have to be in a particular form, or even in writing, provided the promisor clearly indicates an intention to have such an agreement or contract. Where a state law mandates a writing, the subscriber's name can be signed to the contract by the individual who solicits the contribution for the organization, if that person is authorized to do so by the subscriber.

The offered subscription must be accepted if it is to legally bind the subscriber. It is essential that acceptance occur within a reasonable time, since, as an offer, the subscription can be revoked any time prior to its acceptance. A subscription is also revocable upon notice given by the subscriber if a condition upon which it is based has not been performed. A subscriber may be prevented from claiming revocation in situations where it would be contrary to the interests of justice.

Where the subscriber dies or becomes insane prior to an acceptance of the subscription or the furnishing of consideration for it, the subscription lapses and is legally ineffective.

Courts, as a matter of policy, uphold subscriptions if any consideration can be found. In a situation where the recipient of the subscription has begun work or incurred liability in reliance upon it, such action constitutes a consideration. A benefit to the subscriber, although it is enjoyed by her in common with others or with the general public, is also deemed sufficient consideration for the promise.

The discovery of any false representations made intentionally for the purpose of deceiving an individual making a charitable subscription justifies the cancellation of the subscription. The FRAUD must bear a relation to the subject matter of the contract. If an individual is told that the subscription will go to finance the development of a recreation center for a student group when, in fact, it will be used to fund an arsenal for a group of political extremists, that individual is entitled to cancel the subscription. A subscription that has for its purpose the accomplishment of ends that are contrary to public policy is invalid.

In situations where the terms of a subscription are vague or ambiguous, the court will interpret its meaning. Factors for evaluation include the subject matter of the agreement, the inducement that influenced the subscription, the circumstances under which it was made, and its language. The contractual rights against a subscriber may be assigned, unless the terms of the subscription expressly proscribe this. Any conditions required by a subscription contract must be satisfied before the contract will be enforced. The conditions of a subscription may include the time of performance or the requirement of a program of matching corporate grants. Where a subscription indicates that any material change in the plan or purpose for which the subscription was made cannot be done without the consent of the subscriber, the subscriber will be released from the obligation if such a change is made without consent.

In the event that an enterprise is abandoned prior to the time that its purpose, which was the basis of the subscription, is accomplished, the courts will not ordinarily enforce the subscription against the subscriber. There is an implied condition at law that an enterprise cannot be abandoned but must be in existence when payment is demanded. In order to relieve the subscriber from his duties, however, it is essential that there be a complete ABANDONMENT or frustration of the project. In cases where the project is partially completed, a cessation of work due to the shortage of funds precipitated by the failure of pledgors to pay the full amount of their pledges is not a complete abandonment relieving the subscriber from liability. This is also true when a project is temporarily suspended because of financial difficulties or because the purpose of the subscription is substantially accomplished, but the enterprise is subsequently stopped.

When the subscriber's liability has become fixed, based upon a fulfillment of all conditions, he must pay the subscription according to its terms. In cases where the promise is to pay as the work progresses, the work need not be completed before payment is due.

A subscription is a type of contract, and, therefore, the remedies for its breach are the same as those for breach of contract and include damages and SPECIFIC PERFORMANCE.