Page:Federal Reporter, 1st Series, Volume 5.djvu/749

 KENTON FUBNACE EAILEOAD & KFQ. CO. V. M'aLPIN. 73T �Kenton Pubnacb Eailboad & Manuf'g Co. v. MoAlpin and �othgrs.* �{Circuit Court, S. D. QMo. November, 1880.) �1. United States Couktb—Pkaoticb — Law and EQurrr. �In the United States courts, legal and equitable clalms cannot be joined in the same suit. �2. PUEADINa AND PbACWCB— QilNB^AI. ISSUB— EVXDBNCB— OOBPOBATB �Existence and Right to Sue. �A plea in the nature of the general issue waives aU proof of the due organization of the corporation and of its right to sue. �3. Cobpoeations — Authoritt to Sue.' �In ail cases which relate to its business, a corporation bas a right to sue without a resolution of the board of directors authorizing suit. �4. CoBPORATB PowBB TO Declakb Btock Fdixy Paid Up— Estoppei.. �A corporation, free from indebtedness, if acting in good faith, bas the power, as between itself and its stockholders, (ail the stockholders uniting therein,) to agree, in consideration of the surrender by the stockholders to it of accumulated profits and of the increased value of its property, to treat stock, upon which only 50 per cent, has been paid, as fuUy paid-up stock ; and the corporation cannot afterwards, in its own behalf, or in behalf of subsequent creditors with notice, disturb such arrangement. C. Corporations— JNoTioB of Stocehoi<deiis' Mbetino — "Waivbe — Es- �TOPPEL. �The notice of a meeting of stockholders prescribed by the charter or by-laws of a corporation may be waived by the stockholders ; and, if each stockholder attends and participates in the action of the meet- ing, they arçiestopped from denying its legality for want of notice. t». Partnbbships— Power op One Partner— Stock in Corporations. One partner of a flrm, which owns stock in a corporation as a part of its assets acquired in its regular business, has the power to represent that stock in ail matters which relate to it in the usual management of such firm's business, and his action binds the flrm; thûs he may receive and waive notice of stockholders' meetings, vote at such meet- ings, etc. �7. Same— Death op Partner— Power dp Subviving Partner— Stock IN Corporations. �Upon the death of one member of a flrm, the surviving partner has a right to the possession of its Personal property, and to control and wind up its affairs, and to control and represent stock in a corporation which constituted part of the firm's assets, until its affaira are flnally closed up. �«Reported by Messrs. Florien Glauque and J. C. Harper, of the Cincin- nati bar. �v.5,no.9— 47 ����