¶ 20 “Ownership of ‘shares,’ i.e. the right to participate in the control, management, the profits and surplus, and/or the distribution of the assets, of a corporation is a contractual relationship.” Don Johnston Drilling Co. v. Howard, 1959 OK 183, ¶ 23, 347 P.2d 640, 648. Wife's argument on this point fails to consider the clear and unambiguous provision in the OMD Subscription Agreement that OMD's “acceptance” of Husband's membership would occur “when it is signed by a Manager of the Company.” According to C.J.S., Corporations, § 256, “[a] subscriber of shares becomes an owner once a subscription is accepted by a corporation.
Redke v. Silvertrust, 1971, 6 Cal.3d 94, 98 Cal.Rptr. 293, 490 P.2d 805, cert. den. 405 U.S. 1041, 92 S.Ct. 1316, 31 L.Ed.2d 583; Texas Rubber Supply, Inc. v. Jetslide International, Inc., Tex.Civ. App. 1971, 470 S.W.2d 270, reh. den.; Weiner v. Wilshire Oil Company of Texas, 1964, 192 Kan. 490, 389 P.2d 803; W.R. Hall Transportation and Storage Company v. Gunnison Mining Company, 1964, 154 Colo. 72, 388 P.2d 768; Hall v. Anderson, 1943, 18 Wn.2d 625, 140 P.2d 266, 148 A.L.R. 760. It is a further long-standing policy of the law to interpret contracts whenever reasonable and possible in such a way as to uphold them. Shattuck v. Precision-Toyota, Inc., 1977, 115 Ariz. 586, 566 P.2d 1332; Stangl v. Todd, Utah 1976, 554 P.2d 1316; Mohr Park Manor, Inc. v. Mohr, 1967, 83 Nev. 107, 424 P.2d 101, 31 A.L.R.3d 513; Don JohnstonDrilling Co. v. Howard, Okla. 1959, 347 P.2d 640, 78 A.L.R.2d 824, reh. den.; Morgan v. Firestone Tire and Rubber Co., 1948, 68 Idaho 506, 201 P.2d 976; Public Market Co. of Portland v. City of Portland, 1942, 171 Or. 522, 130 P.2d 624, 138 P.2d 916; Tallman v. Smith, 1944, 112 Colo. 217, 148 P.2d 581. It is the duty of courts to sustain the legality of contracts when fairly entered into, if reasonably possible to do so, rather than to seek loopholes and technical legal grounds for defeating their intended purpose. Eastern Distributing Co., Inc. v. Flynn, 1977, 222 Kan. 666, 567 P.2d 1371. It will not be supposed that the parties entered into a contract contemplating an act amounting to a violation of the law and will be construed as intending something for which they had the power to contract.
The testimony in this case reveals that no shares of stock in any of the corporations were issued until the cash was received. We hold that the notes given by appellant, Sam Hatcher, to appellees in payment of shares of the three corporations are not void. Cahall v. Lofland, 12 Del. Ch. 299, 114 A. 224 (1921); Don Johnston Drilling Co. v. Howard, 347 P.2d 640, 78 A.L.R.2d 824 (Okla.Sup.Ct. 1959); German Mercantile Co. v. Wanner, 25 N.D. 479, 142 N.W. 463 (No. Dakota Sup.Ct. 1913). In Cahall v. Lofland, supra, shares were issued as fully paid and nonassessable in return for promissory notes. It was held that shares may not be issued in consideration of notes, but notes given in payment of shares are not void as against the corporation.
¶ 8 Although neither the Oklahoma General Corporation Act nor the Uniform Partnership Act speak to the legal capacity of the organizers, the act of organizing such business entities is contractual in nature. See Don Johnston Drilling Co. v. Howard, 347 P.2d 640, 647 (Okla. 1959). As far back as 1819, the United States Supreme Court considered the issue in The Trustees of Dartmouth College v. Woodward, 17 U.S. 518 (1819).