Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/139

 PART I.] CONSTRUCTION OF CORPORATE POWERS. [§ 151. cases in which a recognition of corporate existence by dealing with the corporation will estop from questioning it. But this doctrine rests on the ground that such action creates relations and encourages conduct which there may be difficult}' in un- doing. In ordinary cases such recognitions have been consid- ered as binding. But this rule is one originating in equitable principles, and cannot be applied universally. There would be no sense in applying it where no new rights have intervened, and where such recognition has itself been brought about by fraudulent dealing carried on for the very purpose of entrapping a party into the action on which such recognition is rested. If there was no corporation in fact, and if there are no facts which make it legally unjust to permit its denial, it is difficult to understand what room there is for an estoppel." § 151. The application of the general rule against collateral attacks on corporate franchises to cases where there ~ r Scope of is no estoppel affecting the person seeking to impugn the rule them, may now be considered. Under such circum- estoppel stances the rule applies whenever one or both of the exists - following reasons hold good. The first reason lies in the ob- vious principle that a person to be entitled to maintain a legal proceeding questioning the rights, immunities, or privileges of others, must himself have some title, or legal or equitable interest, in the subject in regard to which the rights, privileges, or immunities exist. Otherwise he has no standing in court. 1 When one man is exercising a right of way over another's land, a third person with no interest in the land cannot maintain an action to try the validity of the right of way, for in plain Eng- 30 Mich. 124; Day v. Insurance Co., 75 Iowa, 694. After the charter has expired a person is not estopped from pleading nul tiel corporation to a suit brought by the defunct corporation. The action must be brought in some other manner. Krutz b. Paola Town Co., 20 Kans. 297; contra St. Louis Gas Light Co. v. St. Louis, 11 Mo. App. 55 ; aff'd 84 Mo. 202. West Mo. Land Co. v. Kansas City Sub. Belt R'y Co., 161 Mo. 595; Compare Brooklyn Steam Transit Co. v. Brook- lyn, 78 N. Y. 524; Newton MTg Co. v. White, 42 Ga. 148. 1 A junior mortgagee cannot defeat the rights of a senior mortgagee, a corporation, by setting up defects in the latter's organization. William- son v. Kokomo B'ld'g Ass'n, 89 Ind. 389. See § 146 and note. A transfer of land by a de facto corporation is valid against everyone except the state. Crenshaw v. Ullman, 113 Mo. 633. 119