1919.] Cpinion, per MCLAUGHLIN, J. [225 N. Y.] This declaration was spontaneous. It was made within ten seconds after defendant left Cole. It was natural that one injured as severely as Cole was, when he learned that he had been left alone lying in the street at that hour of the night, should call for help and medical care. All of the circumstances exclude the idea of fabrication. But assuming that the testimony of the witness Foley as to the declaration of Cole was erroneously admitted, it did not harm the defendant. He knew there had been an accident; that his automobile had collided with a wagon with sufficient force to turn both vehicles completely around, and to throw a person on the wagon to the street; and that such person was injured. If he did not see Cole lying in the street when he drove away, it was because he did not look; if he did not hear Cole tell Gilligan and Lytton that he was injured so he could not stand, it was because he did not listen. He could not evade the provision of the statute quoted by neglecting to do either. There was an obligation imposed upon him, as the operator of the automobile — no matter what Gilligan told him or whether he heard Lytton say "the man is pretty badly hurt "- to ascertain for himself, before he drove away, whether Cole was injured or his property damaged. Had he discharged that obligation he would, before leaving the scene of the accident, have given to Cole his name, residence, street number, and the number of his license. It is quite apparent, when all of the evidence is considered, that his one thought was to get away as quickly as possible. The evidence is that he left the place of the accident within two or three minutes after it occurred, indicating as clearly as anything can, that instead of trying to obey the statute, he intended to evade it by concealing his identity. Nor did he disclose it until he was called upon by a police officer the following afternoon. The legislature has directed that an appellate court, in [225 N. Y.] Opinion, per MCLAUGHLIN, J. [Feb., a criminal case, shall give judgment without regard to technical errors or defects, or exceptions which do not affect the substantial rights of the parties. (Code of Criminal Procedure, sec. 542.) We frequently, even in capital cases, obey this direction. (People v. Sprague, supra; People v. Ferola, 215 N. Y. 285; People v. Kane, 213 N. Y. 260; People v. Sarzano, 212 N. Y. 231.) The exception to the admission of the declaration referred to did not affect the substantial rights of the defendant. The jury, if governed by the rule of reason in applying the law as laid down by the trial judge, and guided by the light of human experience in determining the facts, could not have rendered a verdict other than the one which it did. The defendant's own testimony, taken in connection with the conceded and uncontradicted facts, required such result. The other alleged errors have been carefully examined but do not seem to be of sufficient importance to be here considered. The defendant had a fair trial, was justly convicted and the judgment should be affirmed. CHASE, CUDDEBACK, CRANE and ANDREWS, JJ., concur; COLLIN and HOGAN, JJ., dissent. Judgment affirmed. 1919.] Statement of case. [225 N. Y.] JOSEPH J. JERMYN, Respondent, v. FREDERICK F. SEARING et al., Copartners under the Firm Name of SEARING & COMPANY, Defendants, and THE EMPIRE TRUST COMPANY, Appellant. Stock subscriptions - construction of agreement proposed to be entered into by a syndicate composed of subscribers of bonds to be issued to build a proposed railroad and the railroad promoters as managers of the proposed syndicate when such agreement signed by only one subscriber for bonds does not authorize promoters to borrow money on strength of such subscription when subscriber who is not liable for such loan may have agreement and subscription canceled. 1. In the absence of estoppel the party who has given an authority in writing is right in asking that that authority be followed as it is stated, and not as the other parties thought he would be willing they should use it. Nothing can be added to or read into the agreement unless there be an ambiguity which gives play for judicial interpretation. 2. Agreements to subscribe for the stock of a corporation to be formed presuppose the organization of the corporation before they become binding and enforceable. In the absence of express authority to borrow upon an individual subscription to buy bonds, the agreement to subscribe assumes the incorporation of the binding company and that it will not be enforceable until that time. 3. In order to carry out a scheme to construct a proposed railway and acquire the stock and bonds of two railroads, one built and one projected, to be amalgamated into one system with the proposed railway, an agreement was proposed to be entered into by a syndicate composed of the subscribers for the bonds to be issued in order to finance the scheme and a firm of promoters as managers of the syndicate. The syndicate was to apply the proceeds of such bonds to the construction of the proposed railway and do all things its managers deemed fit to accomplish that purpose, including the right to arrange for advances to be made from time to time upon the security of the agreement for building the railroad. The plaintiff herein alone signed such agreement as a subscriber to a designated number of bonds, a small part of the number proposed to be issued. Upon these facts, it cannot be held that loans were to be [225 N. Y.] Statement of case. [Feb., procured upon the strength of such agreement before the contemplated railway was incorporated or bonds issued or authorized to be issued. 4. Where the managers of the proposed syndicate, without the knowledge of plaintiff, procured a loan upon their note as managers secured by the subscription agreement signed by plaintiff, part of which loan was used to repay another loan made by said trust company to said promoters over a month before the plaintiff signed the agreement, the plaintiff is not obligated under such subscription to reimburse the trust company for the loan to the promoters, who are insolvent, but is entitled to have the agreement canceled. Jermyn v. Searing, 170 App. Div. 707, affirmed. (Argued January 29, 1919; decided February 25, 1919.) APPEAL from a judgment of the Appellate Division of the Supreme Court in the first judicial department, entered January 10, 1916, affirming a judgment in favor of plaintiff entered upon a decision of the court on trial at Special Term. The action was to obtain the revocation of a subscription to a syndicate agreement upon the grounds that plaintiff's subscription was obtained by fraud, without consideration; that it had been revoked; that no syndicate was ever formed and that there were no other subscribers. The answer set up a counterclaim for money alleged to have been loaned upon the strength of said subscription. The facts, so far as material, are stated in the opinion. William D. Guthrie and Thomas F. Gilroy, Jr., for appellant. Searing & Co. had authority as syndicate managers to borrow money for construction purposes or the acquisition of securities. (Minot v. Burroughs, 223 Mass. 595; Keyes v. Met. Trust Co., 220 N. Y. 237; Le Roy v. Beard, 8 How., U. S., 451; Very v. Levy, 13 How. Pr. 345, 358; Jackson v. Builders Wood Working Co., 91 Hun, 435; Hoffman v. Ætna Ins. Co., 32 N. Y. N. Y. & New Haven R. R. Co. v. Schuyler, 34 N. Y. 30; Bank of Batavia v. N. Y., L. E. & W. R. R. Co., 106 N. Y. 195; Provident Trust Co. v. Mercer County, 405; 1919.] Points of counsel. [225 N. Y.] 170 U. S. 593; Waite v. Santa Cruz, 184 U. S. 302; Gunnison County Commissioners v. Rollins, 173 U. S. 255; Pendleton County v. Amy, 13 Wall. 297.) The revocation of an agent's authority is not effective as against innocent third parties unless brought to their attention. (N. Y. & N. H. R. R. Co. v. Schuyler, 34 N. Y. 30; F. L. & T. Co. v. Wilson, 139 N. Y. 284; McNeilly v. Cont. Life Ins. Co., 66 N. Y. 23; Claflin v. Lenheim, 66 N. Y. 301; Glennan v. Rochester Trust & S. D. Co., 209 N. Y. 12; Hatch v. Coddington, 95 U. S. 48; Johnson v. Christian, 128 U. S. 374; Wood v. DuffGordon, 222 N. Y. 88; Horton v. Erie Preserving Co., 90 App. Div. 255; 181 N. Y. 535; Hutchins v. Smith, 46 Barb. 236; Hess v. Rau, 95 N. Y. 359; Farrell v. Amberg, 8 Misc. Rep. 220; 151 N. Y. 670.) The subscription agreement was a binding and certain contract between the plaintiff and Searing & Co., and was supported by sufficient consideration in the express and implied promises of and obligations and duties assumed by Searing & Co. (Wood v. Duff-Gordon, 222 N. Y. 88; Godine v. Kidd, 64 Hun, 585; Catlin v. Green, 120 N. Y. 441; Singer Co. v. Union Co., Holmes, 253; Philadelphia Ball Club, Ltd., v. Lajoie, 202 Penn. St. 210; Industrial & General Trust, Ltd., v. Tod, 180 N. Y. 215; Moran v. Standard Oil Co., 211 N. Y. 187; Folliard v. Wallace, 2 Johns. 395; Horton v. Erie Preserving Ca., 90 App. Div. 255; 181 N. Y. 535; Hutchins v. Smith, 46 Barb. 235; Levy v. West Side Const. Co., 162 N. Y. Supp. 661.) The agreement to pay the managers" the amount set opposite their respective names, set forth in the second clause, is assumed by the subscribers, i. e., by each subscriber severally for himself and to the extent only of the amount of his individual subscription. The express authority to arrange for advances is upon the security of this agreement, and not upon the security of the whole syndicate. (Sandford v. Halsey, 2 Den. 235; 25 Wend. 475; Ada |