The opinion of the court was delivered by

The suit in which the judgment in question was rendered was brought by the Grosse Isle Hotel Company, a Michigan corporation, the plaintiffs in error, against the executors of Miles FAnson, deceased, the defendants in error, to recover the amount of a subscription by Mr. I’Anson to the capital stock of the hotel company. By the terms of the subscription, Mr. FAnson agreed to take' the stock, and to pay all charges and assessments regularly levied or assessed by the board of directors or other proper officers, under the articles of association of the company, or any bylaws or regulations then or thereafter to be passed for the government of the company. No assessment or call was ever made, and the suit was brought to recover the whole amount of the price of the stock. A verdict in favor of the plaintiffs was set aside, on the ground that the plaintiffs were, by the terms of the subscription, only entitled to recover the price after assessment or call. See Grosse Isle Hotel Co. v. I'Anson, 13 Vroom 10. A subsequent trial resulted in a verdict for defendants, by direction of the court. The construction put upon the subscription by the Supreme Court is undoubtedly *448correct, and, indeed, is not disputed; but it is claimed that FAnson, at the very time of subscribing, by an oral agreement, waived the terms, and became liable to pay the whole at once. The written instrument is the only competent evidence of the agreement, and its terms could not be contradicted by parol proof that., at the time when it was signed, the understanding was, not that he should pay according to calls, but without any call whatever. Moreover, there is no proof that such agreement to pay the whole price without call was either then or subsequently made by him. The fact that, notwithstanding the terms of the subscription, he paid the full price for part of the stock subscribed for, does not establish his liability to pay in like manner for the rest, and it is not evidence of an agreement on his part to pay without call.

The judgment of the Supreme Court should be affirmed.

For affirmance — The Chancellor, Chief Justice, Dixon, Parker, Reed, Van Sycicel, Clement, Cole, Dodd, Green. 10.

For reversal—None.