Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/135

 PART I.] CONSTRUCTION OF CORPORATE POWERS. [§ 146. general rule is of all but universal applicability when the per- son seeking to question the validity of the corporate organiza- tion is affected with some estoppel arising from his own acts, yet even then it is subject to limitations ; and a fortiori is it subject to limitations when no such estoppel exists. Its appli- cation when there exists an estoppel affecting the party attack- ing the corporate organization will first be considered. § 146. When a body of men have been acting as a corpora- tion de facto, under color of apparent organization, and it is sought to hold them to the legal consequences the rule, which would have attended their actions had they ^toppei been legally organized as a corporation, they will be affectsthe estopped from denying the legality of their corporate organization. l C On the other hand, when a person has con- tracted with such a body as a corporation, he also will be> r ' estopped from denying their legal incorporation when sued on > p his contract. 2 As Justice Gray said in a recent decision of the 5 ft ^ ^ V Ann. 484; Hudson v. Green Hill Seminary, 113 111. 618; Rose Hill, etc., Road. Co. v. People, 115 111. 133; Brown v. Atlantic Ry. Co., 113 Ga. 462; Taylor v. St. Ry. Co., 91 Me. 193. 1 Georgia Ice Co. v. Porter, 70 Ga. 637. To a suit on a contract to pay money, or on its note, a corporation cannot plead nul tiel corporation. McCullough v. Talladega Ins. Co., 46 Ala. 376; Empire M'f'g Co. v. Stuart, 46 Mich. 482. Even though the contract be made after the expi- ration of the defendant's charter. Brady ». Insurance Co., 2 Pennewell, 237. A corporation by appearing in a suit admits its corporate existence. Missouri River, etc., R. R. Co. v. Shirley, 20 Kans. 660. A corpora- tion is estopped from setting up, in defence to an action, the falsity of its certificate of organization or the fact that no certificate had been filed. Dooley i Cheshire Glass Co., 15 Gray, 494; Merrick v. Reynolds Engine, etc., Co., 101 Mass. 381; Humphrey v. Patrons' Mercantile Ass'n, 50 Iowa, 607; see Hawes v. Anglo-Saxon Petroleum Co., 101 Mass. 385; Kelly v. Newburyport Horse R. R., 141 Mass. 496. When a corporation ac- cepts a charter from Tennessee, and acts as a Tennessee corporation, it will be estopped, in a suit against it on its obligations, from ousting the jurisdiction of a Federal court by denying its Tennessee citizenship. Blackburn v. Selma M. and M. R. R Co., 2 Flippin, 525. But see Heini v. Adams, etc., M'f'g Co., 81 Ky. 300, overruled in Walton v. Riley, 85 Ky. 413. 2 Frost v. Frostburg Coal Co., 24 How. 278; Commercial B'k v. Pfeif- fer, 108 N. Y. 242; Booske c. Gulf Ice Co., 24 Fla. 551; French v. Dono- ^ hue, 29 Minn. Ill; Job vester Co. v. Clark, 30 Fianz v. Teutonia Building Ass'n, 24 Md. 259; Keene v. Van Reuth, 48 Md. 184; Ramsey v. Peoria Mariner- Ins. Co., 55 111. 311; Stoutmore v - Clark, 70 Mo. 471; Studebaker v 115 ^^