Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/80

 §87.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. V. it on this express promise ; ! and likewise, if, after its incorpo- ration, it ratifies the promises of its promoters to pay for the services of other persons performed for it before its incorpora- tion, an action will lie on this ratification. 2 And such a ratifi- cation will arise if the corporation, after notice that the serv- ices were rendered on promises of the promoters that they should be paid for, voluntarily accepts the benefit. 3 § 87. It may be said, generally, that a corporation when organized, in the absence of ratification on its part, tionsbJ- 6 *" is not responsible for the acts nor bound by the con- conwr* 6 tracts of its promoters, 4 unless made so by its charter, tiou when which it has accepted and thereby agreed to. 5 But organized ... . ■, ■ ■, . ■, ■, . . and persons this is not identical with the proposition that the cor- witu whom ,. .-,, -, . , , the promo- poration may ignore the engagements entered into by contracted ^ ts promoters when it has had the benefit of them. on its be- it cannot be said that the promoters were the agents of the corporation ; but, nevertheless, the corporation may adopt such acts of its promoters intended for its benefit, and may ratify such of their contracts made on its behalf as would have been within the powers of the corporation after its organization ; and this it may do notwithstanding that it was Vermont and Mass. R. R. Co., 28 Vt. 401; Marchand v. Loan and Pledge Association, 26 La. Ann. 389. Com- pare Perry v. Little Rock, etc., R'y Co., 44 Ark. 383. 1 Smith v. New Hartford Water Co., 73 Conn. 626. See Western Screw and Mfg. Co. v. Cousley, 72 111. 531; Franklin Fire Ins. Co. v. Hart, 31 Md. 59. 2 McDonough v. Bank of Houston, 34 Tex. 309; but see Railway Co. v. Granger, 86 Tex. 350 and cf. Safety Dep. Life Ins. Co. v. Smith, 65 111. 309. 8 Low v. Connecticut and P. R. R. R. Co., 46 N. H. 284; Morton v. Hamilton College, 100 Ky. 281; Kaeppler v. Redfield Creamery Co., 12 S. Dak. 483. 4 Gent v. Insurance Co., 107 111. 60 652; Penn Match Co. v. Hapgood, 141 Mass. 145; Munson v. Syracuse, etc., R. R. Co., 103 N. Y. 58; Payne v. New South Wales Coal Co., 10 Ex. 283; Gunn v. London and Lancashire Fire Ins. Co., 12 C. B. N. S. 694. See 1 Lindley on Part., 395; Hutchin- son v. Surrey Consumers' Gas Light Ass'n, 11 C. B. 689; Pittsburgh, etc., Mg. Co. v. Quintrell, 88 Tenn. 693; Long v. Citizcus' Bank, 8 Utah, 104; Oldham v. Mt. Sterling Imp't Co., 103 Ky. 529; Chase v. Redfield Cream- ery Co., 12 S. Dak. 529; cf. Ireland v. Globe Milling Co., 20 R. I. 190. 6 Tilson v. Warwick Gaslight Co., 4 B. & C. 962. See Shaw's Claim, L. R. 10 Ch. 177; and Caledonian, etc., R. Co. v. Helensburgh, 2 Mac- queen, 391.