— The subscribers to the paper, bearing date on Aug. 4, 1851, associated for the purpose of building *410a hotel. Each agreed to take and pay for a certain number of shares to such person as should be appointed their treasurer. The paper is wholly silent respecting any design of the subscribers to become a body corporate. It contains no authority for any one to make application for an Act of incorporation or any authority for the subscribers to vote or act upon that subject.

By an Act, approved on Feb. 18, 1852, some of the subscribers were incorporated by the name of the Machias Hotel Company. By a comparison of the names of the corporators and their associates with those of the subscribers, it appears, that several of the latter did not become members of the corporation. It does not appear, that they in any manner assented to or recognized its proceedings as affecting them or their, interests. The defendant did not.

The amount subscribed by the associates could not have been promised by or for the corporation. The promise of the defendant was not made to the corporation or to any one acting for it. If the promises of the associates were binding, each had a personal interest in the performance of the promise of every other, of which, he could not be deprived-without his consent.

A valid promise may be made to an individual, or to a joint stock company, or to a corporation, by description or in the name of an agent; and an action may be maintained, in its own proper name, by such person, association or corporation. But this is true only, when the consideration, which is the essence of the contract, is derived by one party from another party to the suit. (This remark can have no reference to negotiable paper.) In such cases the agency or the name, by which one party acts, may be disregarded, and the suit may be maintained in the name of the party, for whose benefit the contract was made.

It is admitted that this suit cannot be maintained upon a promise of the defendant made to others, with whom the corporation is not identified, while it is insisted, that it can be on *411the count for money laid out and expended for the use of the defendant.

There is no proof of an expenditure of money by the corporation at the request of the defendant, express or implied, or for a purpose from which he could derive any benefit. The corporation does not appear to have expended money, except for property or purposes of its own, in which the defendant has no interest.

It is admitted, that the associates, before the Act of incorporation was obtained, expended one thousand dollars. If the property,- thus procured by individuals, was conveyed by them to the corporation, the defendant could probably derive no benefit from that expenditure. If he could, or if those individuals retain the property and can be considered as holding it in trust for the associates, the corporation, not being identified with those whose money was expended, cannot claim to have conferred a benefit upon the defendant by its expenditure. The essential difficulty is, that there is no proof of any consideration between these parties, either by benefit received by one or injury sustained by the other.

Plaintiff nonsuit.