Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/134

 § 145.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. pearance gives jurisdiction to the same extent as actual service of process. 1 And a corporation may be punished for contempt in disobeying an injunction. 2 § 144. So long as a corporation is not dissolved, the appoint- ment of a receiver of its assets does not prevent bringing suit against it on a cause of action arising from transactions which took place prior to the ap- pointment of the receiver. 3 § 145. The following is a rule of wide application. When a body of men are acting as a corporation under color of apparent organization in pursuance of some charter or enabling act, their legal authority to act as a cor- poration cannot be questioned collaterally, but only in a direct proceeding in the nature of a quo warranto. Under such circumstances, if their organization is irregular, they constitute a corporation de facto} Although this Okerstrom, 70 Minn. 303. "As Effect of appoint- ment of receiver. i?*'»^ Corporate franchises cannot be questioned collate- rally. General rule. 1 Attorney-General v. Guardian Mutual Ins. Co., 77 N. Y. 272. 2 Golden Gate, etc., M'g Co. v Su- perior Court, 65 Cal. 187; compare Hedges v. Superior Court, 67 Cal. 405; Sercomb v. Catlin, 128 111. 556. 3 Pringle v. Woolwortb, 90 N. Y. 502; Kincaid v. Dwinelle, 59 N. Y. 548. Suits pending against a corpo- ration are not abated by the appoint- ment of a receiver in the same court. Mercantile Ins. Co. v. Jaynes, 87 111. 199; Toledo, etc., R. Co. v. Beggs, 85 111. 80. Appointment of a receiver does not dissolve prior valid liens, acquired by attachment or otherwise. Graham v. Mat. Aid Soc, 161 Mass. 357. An attachment by a domestic creditor of the assets of a foreign corporation will not be defeated by a prior appointment of a receiver in the state of its domicile. Solis, Rec'r, v. Blank, 199 Pa. St. 600. 4 Society Perun v. Cleveland, 43 O. St. 481; Stout o. Zulick, 48 N. J. L. 599, 601 ; Baltimore & P. R. R. ». Fifth Baptist Church, 137 U. S. 568; Bibb v. Hall, 101 Ala. 79; Harris v. Gate- way Land Co., 128 Ala. 652; Johnson 114 against all persons who have entered into contracts with bodies assuming to act in a corporate capacity, it is sufficient for such bodies to .show themselves corporations de facto. This cannot be done by showing that they have acted as corporations for any period of time, however long. Two things are necessary to be shown in order to establish the ex- istence of a corporation de facto, viz : 1. The existence of a charter, or some law under which a corpora- tion with the powers assumed might lawfully be created; and 2, a user by the party to the suit of the rights claimed to be conferred by such charter or law." Selden, J., in Methodist Episcopal Union Church v. Pickett, 19 N. Y. 482, 485. See St. Louis, etc., R. R. Co. v. Belleville Ky. Co., 158 111. 390. Compare Uni- ted States Bank v. Stearns, 15 Wend. 314; St. Paul Fire Ins. Co. v. Allis, 24 Minn. 75; De Witt v. Hastings, 69 N. Y. 518; Factors, etc., Ins. Co. v. New Harbor Protection Co., 37 La. Ann. 233; Hicks v. Converse, 37 La.