Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/65

 CHAP. V.] PROMOTION OF A CORPORATION. [§72. CHAPTER V. LEGAL RELATIONS ARISING THROUGH THE PROMOTION OF A CORPORATION. 1 The law applicable, § 72. Two classes of persons interested, §73. Liability of promoters. General principles, §§ 74, 75. Legal relations between promoters and parties contracting with them, §76. Responsibility of promoters for the acts of other promoters, § 77. Liability of contracting promoter whose contract binds, or is adopted by, other promoters or the corpora- tion, §§ 78, 79. Legal relations between promoters, §§ 80, 81. Legal relations between promoters and the corporation subsequently formed; promoter's secret profits, §§ 82-84. Right of promoters to indemnity from the corporation subsequently formed, § 85. Liability of corporation to compen- sate promoters, § 86. Legal relations between the corpora- tion when organized and persons with whom the promoters have contracted on its behalf, §§ 87-90. § 72. A general remark may be premised in regard to the group of topics under consideration in this and the succeeding chapter : Incorporation not having as yet J h l/cabie taken place, the rules of law in the constitution of the corporation are not yet in operation, and " corporation law" as such will usually be found inapplicable. Consequently, the various rights and liabilities arising through the promotion of a corporation will be determinable in accordance with the gen- eral principles of the law of contracts, of agency, and of part- nership. We are, for the most part, dealing with contracts made by certain persons with certain others, which, to be sure, have some ulterior end in view, as contracts usually have ; but the fact that this ulterior end is the incorporation of a company does not necessarily affect the rules of law by which these con- 1 This and the next chapter lead up I tiou by or on behalf of the body cor- to the discussion of the legal effect of, porate. acts done subsequent to incorpora- 1 45