Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/136

 § 146.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. Supreme Court of the United States : l " One who deals with a corporation as existing in fact, is estopped to deny as against the corporation that it has been legally organized." Or as Judge Cooley expressed the same principle more at length in Swart- wout v. Michigan Air Line Railroad Co. : 2 " Where there is thus a corporation de facto with no want of legislative power to its due and legal existence ; where it is proceeding in the performance of corporate functions, and the public are deal- ing with it on the supposition that it is what it professes to be, and the questions suggested are only whether there has been exact regularity and strict compliance with the provisions of the law relating to incorporation ; it is plainly a dictate of justice and of public policy, that in controversies between the de facto corporation and those who have entered into contract relations with it, as corporators or otherwise, such questions should not be suffered to be raised." 3 Montgomery, 74 Mo. 101; Ryan v. Vallandingham, 7 Ind. 416; Beatty v. Bartholomew County Agricultural Soc, 76 Ind. 91; Jones v. Kokomo B'ld'g Ass'n, 77 Ind. 340; Smelser v. Wayne Turnpike Co., 82 Ind. 417; Jones v. Cincinnati Type Foundry Co., 14 Ind. 89; Butchers and Dro- vers' Bank v. McDonald, 130 Mass. 264; Spahr v. Farmers' Bank, 94 Pa. St. 429; Jones v. Bank of Tennessee, 8 B. Mon. (Ky.) 122; Cahill v. Citi- zens' Mut. B'ld'g Ass'n, 61 Ala, 232; Imboden v. Etowah, etc., M'f'g Co., 70 Ga. 86; Christian, etc., Grocery Co. v. Fruitdale Lumber Co., 121 Ala. 340; Petty v. Brunswick Ry. Co., 109 Ga. 666; Equitable B. & L. Ass'n v. Bidwell, 60 Neb. 169; Wash- ington Ins. Ass'n v. Stanley, 38 Or. 319. Compare Brown v. Mortgage Co., 110 111. 235; Hudson v. Green Hill Seminary, 113 111. 618; Town of Searcy v. Yarnell, 47 Ark. 269. A person who has conveyed land to a corporation is estopped from suing to recover it on the ground that at the time of his conveyance the cor- 116 poration had not been duly organ- ized, and so was incapable of taking. Baker v. Neff, 73 Ind. 68; Jones ». Hale, 32 Or. 465. These principles are embodied in a statute in Iowa Code, § 1089; see Carrothers v. New- ton Spring Co., 61 Iowa, 681. 1 Close v. Glenwood Cemetery, 107 U. S. 466. 2 24 Mich. 389, 393. 3 See, also, City of St. Louis v. Shields, 62 Mo. 247; Boise City Canal Co. v. Pinkham, 1 Idaho, 790; Good- rich v. Reynolds, 31 111. 490; German Ins. Co. v. StraW, 13 Phila. 512; Mer- chants and Planters' Line v. Waga- ner, 71 Ala. 581; Bates v. Wilson, etc., Co., 14 Col. 140. See, also, Marsh v. Matliias, 19 Utah, 350. This estoppel applies even when it is sought to allege that the corpora- tion was formed under an unconsti- tutional law. Winget v. Building Ass'n, 128 111. 67. Compare Eaton v. Walker, 76 Mich. 579. Contracting with a corporation un- der its amended charter, by the name which the amended charter author-