Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/137

 PART I.] CONSTRUCTION OF CORPORATE POWERS. [§ 148. § 147. Consequently, fraud in obtaining the charter of a cor- poration cannot be interposed as a defence by one of its debt- allege that it has done acts forfeiting its franchises. 2 § 148. Further, persons who have contracted with a corpora- tion as such, and have thus acquired claims against it, are es- topped from denying its corporate existence for the purpose of holding its shareholders liable as partners. 3 This last proposi- tion, however, does not hold where the enabling act under which the corporation is formed expressly provides, or by the general tenor of its terms clearly indicates, that the sharehold- ers shall receive no protection from their organization unless the requirements of the act are fully complied with. 4 Nor does ized it to take, estops a person from denying the acceptance of the amend- ment. Eppes v. Miss., Gainesville, etc., R. R. Co., 33 Ala. 33. A person claiming title under a deed which re- cites that it is suhject to a mortgage to a corporation, is estopped from questioning the legal organization of such corporation. Hasenritter v. Kirchhoffer, 79 Mo. 239. 1 Pattison v. Albany Building Ass'n, 63 Ga. 373; Kishacoquillas, etc., Turnpike Co. v. McConaby, 16 S. & R. (Penn. ) 140; Kayser v. Trustees of Bremen, 16 Mo. 88. But only on quo warranto. Charles River Bridge B.Warren Bridge, 7 Pick. 344; see Au- rora, etc., R. R. Co. v. Lawrence- burgh, 56 Ind. 80. 2 Chubb v. Upton, 95 U. S. 665; Slocum v. Providence Steam & Gas Pipe Co., 10 R. I. 112; Freeland v. Pennsylvania Central Ins. Co., 94 Pa. St. 504; compare Swartwout v. Michigan Air Line Co., 24 Mich. 389; Toledo and Ann Arbor R. R. Co. v. Johnson, 49 Mich. 148; and see in detail with full authorities, §§ 537- 539, 738, 739. 8 Sniders' Sons Co. v. Troy, 91 Ala. 224; Rutherford v. Hill, 22 Oreg. 218; Fay v. Noble, 7 Cush. 188; Trow- bridge v. Scudder, 11 Cush. 83; First Nat. Bk. v. Almy, 117 Mass. 476; Humphreys v. Mooney, 5 Colorado, 282; Merchants and Manufacturers' Bk. u. Stone, 38 Mich. 779; Second Nat. Bk. v. Hall, 35 Ohio St. 158; Planters', etc., Bank v. Padgett, 69 Ga. 159; Stout v. Zurich, 48 N. J. L. 599. See New York Iron Mine v. First Nat. Bk. 39, Mich. 644; Stafford Nat. Bk. v. Palmer, 47 Conn. 443; Doty u. Patterson, 155 Ind. 60; Saw- tell v. Hewitt, 50 La. Ann. 3; Los An- geles Holiness Band v. Spires, 126 Cal. 541. See § 739. 4 See Singer v. Given, 61 Iowa, 93; Marshall v. Harris, 55 Iowa, 182; Eis- feld v. Kenworth, 50 Iowa, 389; Kaiser v. Lawrence Savings Bk., 56 Iowa, 194; Garnet v. Richardson, 35 Ark. 145; Ferris v. Thaw, 72 Mo. 446. See Smith v. Colorado Fire Ins. Co., 14 Fed. Rep. 399. When there is no " organization " beyond filing arti- cles, no subscriptions, no adoption of by-laws, no properly elected officers, the parties taking part are individu- ally liable. Walton v. Oliver, 49 Kan. 107. See § 739, notes. 117