This action is brought to recover the value of ten shares in the stock of the plaintiff corporation, alleged to have been subscribed for by the defendants. The subscription book is produced, by which it appears that John D. Lang subscribed for ten shares for himself and Thomas $. Lang, the other defendant. It does not, however, appear, that John D. had any authority thus to subscribe for Thomas S., for that or any other number of shares, but directly the contrary. But it is claimed that the subscription was subsequently ratified by the action, or want of action on the part of the latter. We see no ground for ratification by a want of action, for the case shows that immediately upon receiving notice of what had been done, he repudiated it, and refused to act with the company, or to recognize his liability under it. It is true that he was at one time without his know! edge chosen a director, but, if he ever was notified of that election, he did not accept or act under it.

*484Nor was the giving of the proxy under the circumstances shown by the testimony any ratification. Undoubtedly if he had acted with the company, or if the stock subscribed for had, by his procurement or assent, been represented at any meeting thereof, he would be estopped from denying the binding force of the subscription. But no such action or representation is shown by the testimony in the case. It is true he did at one time sign a proxy authorizing Edward GL Meader to represent him at one of the annual meetings of the company. But this paper was signed under a special agreement that it was to be used only upon certain conditions, and the stock to be taken only in ease it was used. Before the time for its use had arrived, it was found that the conditions could not be complied with, and it never, so far as appears, was even delivered to the person for whom it was intended, and the case shows affirmatively that it was not used, but destroyed according to the agreement. Thus the plaintiff fails to sustain the action upon any ground against Thomas S. Lang.

It is, however, claimed that- the action may be maintained against John D. Lang for the whole amount. If a recovery can be had against either of the defendants it must be by virtue of a contract entered into by the parties for. the sale and purchase of stock. In this case the agreement to take stock contained the condition that the sum of $75,000 be subscribed by responsible parties within one month. Before the month had expired the time was extended to June 14, 1867. At the last named date the full amount had been subscribed, and no question is raised as to the responsibility of the parties. But a considerable portion of this amount was taken upon the further condition that the balance should be taked “by citizens of Waterville and Winslow.” This latter condition was not fulfilled. The testimony shows that nineteen of the shares were taken by persons who were no» citizens of either of the towns named. There was not, then, on June 14, 1867, a binding subscription of $75,000, as required by the terms of the contract in order to hold the defendants.

But it is said that subscriptions, sufficient with that of the defendants to make up the whole amount, were subsequently paid, and *485thus the condition attached to them was waived, and it is claimed, that this waiver relates back so as, in effect, to render the original subscription subject only to the same condition as that of the defendants, thereby fulfilling the condition upon which the defendants subscribed. It may be that the payment for stock is a waiver of all the unfulfilled conditions upon which that stock was taken. But one party cannot waive a right for another. If the citizenship of the subscribers had been waived before the expiration of the time allowed for taking the stock, it may be that defendants would have had no cause of complaint that such condition had been originally attached to the contract. But such waiver was after the expiration of that time. It was certainly competent for the parties to make time an element of the contract and they saw fit to do so. It was,- therefore, binding upon them, and the other stockholders could not deprive these defendants of their right to insist, not only that the amount agreed upon should be obtained, but that it should be obtained within the time limited. Whatever might be the condition of the stock book subsequent to June 14, 1867, at that time the conditions, upon which the defendants subscribed, had not been fulfilled, their proposition to take stock had not been accepted, and they were released from any obligation which before that might have rested upon them. After such release them obligation could not be restored by any act of the other parties to the contract without their consent. It was not necessary that their subscription or proposition should be formally withdrawn, it ceased to have any vitality by its own limitation. As already seen, the acts of one of the defendants do not amount to a ratification of the assumed agency of the other, and for the same reasons they would not be a waiver of his right to have the condition of the alleged contract fulfilled, if such contract had been recognized by him. As to the other defendant no subsequent acts on his part are claimed as affecting his liability.

Judgment for defendants.