Cases on the General Principles of the Law of Private Corporations, Volume 1

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Contents

THE STATE AND NATIONAL CORPORATIONS 1476
29
TAE CORPORATION AS A PERSON
33
2 And as subject to duties
44
This artificial personality is recognized particularly
51
2 As to the ownership of its property
58
3 In general there is no visitorial power over foreign corpo
64
4 As to contracts between the members themselves
65
c Requiring reports 1363
70
4 Assessments beyond full payment of amount subscribed 1579
77
THE CORPORATION AS A COLLECTION OF INDIVIDUALS
79
Bank of United States v Planters Bank 9 Wheat 904 558
81
a Particularly in matters relating to the constitution
87
Secs 35860 1 Ultra vires acts are void because of legal incapacity
89
c When corporate organization is used as a cloak to
97
Abuse and misuse meaning
100
1 To change remedies 1805
110
THE CORPORATION AS A FRANCHISE
113
b To save a going concern 1923
129
Secs 245 2 And particularly this primary franchise belongs to
136
Sec 530
141
3 There may be secondary franchises etc owned by
143
Secs 278 4 The offer and acceptance of a franchise make a grant
150
Merchants Exchange Company 1 Sandfords Chancery N Y
152
CORPORATIONS as DistinGUISHED FROM OTHER INSTITUTIONS
167
3 From fraternity or society
176
5 From costbook companies
182
7 From state institutions
191
Secs 389 b As to purpose
201
937
202
The MidWales Railway Co 35 L J C P
205
National Cash Register Co 100 Ga
213
1 Quasi
214
Secs 4143 c As to relation to the state corporations are
221
1 As to method of acquiring membership
234
Sec 597
253
THE BODY CORPORATE
258
b None but the sovereign can create
263
c Common law
270
3 Plenary
283
b Difference between method by general and
289
2 Implication
298
2 Regents of University of New York
304
Ouster for usurpation Proceedings
305
THE CORPORATION AND ITS CREDITORS 1808
306
CONSTITUTIONAL Limits
320
7 Right to prefer officercreditors Theories 1832
323
3 On territorial legislatures
332
The legislature shall pass no special
338
b Torts in general 1799
358
The legislature shall
360
A stor v Arcade Railway Co 113 N Y 93
363
The assent of twothirds of
373
8
374
Commiseioners
385
Incorporators under general statutes
391
PAGE
393
Its FORMATION OR ITS CONCEPTION
397
2 Other party complainant 1207
398
Owning and using real estate by a foreign corporation
407
Its GENERAL FORMAN OFFER AND ACCEPTANCE
409
Acceptance may be inferred from signing articles holding meet
414
Statute of limitations 1305
416
THE CHARTERIts CONTENTS
426
Secs 41920 2 Mandamus 1308
434
b Usual provisions in the general law
435
Subscription to capital stock prior to organization 2065
439
Sec 95b Interpretation of charters
441
Belfast and Moosehead R Co v City of Belfast 77 Me
445
Consideration of the agreement
448
General form of such contract may be either a statutory
456
Contra 1212
459
The state may make those who incorporate and not those
464
FORMS OF ASSOCIATION CONTRACTS COMMON LAW SUB
471
b Certificate and payment in case of increase
473
Notice of withdrawal
478
b Offer until acted upon in accordance with its pro
482
c Binding contract from time of making
491
Secs 1112 3 Subscription to agent or trustee
497
5 Application allotment and notice
504
6 Estoppel
510
3 Indictments 1321
512
Contra 1217
514
b Mere offer until performance
528
Exception 1323
529
Sec 311
538
b Can 1836
544
Mistake
545
9 Statutes discriminating against nonresident corporations
549
m Situs of sbares for taxation 1399
551
Private corporations
553
Sec 156
603
Fidelity and Casualty Ins Co 39 Minn 538 extract 1517
605
THE CORPORATION AND ITS MEMBERS OR SHAREHOLDERS 1559
608
Sec 159
609
CONDITIONS OF CORPORATE EXISTENCE BY ESTOPPEL
630
Cook 115 N C 324
641
4 Public policy forbids the creation or recognition of cor
642
The Michigan Southern and N I Railroad Companies 22 N
649
Sec 172
650
THE CORPORATE CREDITORS 1805
651
Sec 175
656
Sec 176
662
Sec 178
668
2 Does not make a partnership
677
Board of Commissioners of Hamilton County v Mighels 7 Ohio State
681
2 Common law contract
687
FUNCTIONS OF MEMBERS DIRECTORS AND OFFICERS
694
OTHER OFFICERS
703
597
705
1 In general 1841
707
n Taxation of shares held by aliens 1402
721
VISITATION OF CORPORATIONS 1332
729
5 7 Gift of shares 1688
730
2 Contract between the state and the corporation
750
THE STATE AND CORPORATE CREDITORS
752
605
754
5 Contract between the corporation and the members
757
3 To enforce contracts of subscription 1559
759
Power to increase the capital stock
763
Secs 2089 Nature function and purpose of capital stock
766
2 Care required of officers 1884
772
Capital capital stock surplus and franchise distinguished
778
b In case the requisite amount of stock is not sub
782
Capital stockkinds common and preferred
785
Shares of stocknature of
794
2 Statute of frauds goods wares or merchandise 709
801
7 Location of shares for attachment
811
2 When contractual and when penal Enforcement in foreign state 1892 1
813
Acquisition of a name
817
609
819
e Goodfaith shareholder only 1724
820
Effect of misnomér
825
Seca 22930 Shareholders meetingnotice
835
Secs 2324 Place of meeting
841
Secs 2356 Directors meeting necessity notice quorum
848
Sec 4345 2 Police control 1344
850
MODE OF ACTION GENERALLY
854
Execution of contracts
862
RightS OF THE STATE 1805
865
Terrell Cotton and Woolen Manufacturing Co 82 Tex 309 1211
866
611
868
Death of members
873
Secs 2445 Surrender
881
Repeal
887
Trustees of Towsontown Station of the M E Church 46 Md
889
Contracts of shareholders
895
Reversion of land
903
THE CORPORATION AS A SUBJECT AND SOURCE
914
Special capacities
915
CLASSES OF CORPORATE POWERS
925
PARTICULAR POWERS AND LIABILITIES
937
Peach Bottom Railway Co 90 Pa St 169
940
Secs 2678 2 Contract debts and borrow money
946
DOCTRINE OF ULTRA VIRES 1176
949
4 Surety or guarantor
952
Secs 2767 6 Trade combinations
960
Sec 278
967
Sec 279
977
Secs 2824 7 Consolidation
984
Sec 287
995
B By devise
1021
Sec 300
1045
952
1063
Sec 305
1065
BrinkerhoffFarris Trust Savings Co v Home Lumber Co 118 Mo 447 1162
1071
BY THE COURTS
1072
d Contrary view
1074
973
1080
POWER TO ACT IN A PERSONAL RELATION
1087
But such statutes can not exclude from suing in the United
1097
In what district
1106
What is doing business so as to authorize service of process
1121
General issue at law does not raise question of corporate
1128
Bank of Little Rock v McCarthy 55 Ark 473 848
1134
What may be taken on execution
1136
b As evidence of agents or officers authority
1147
Sec 348 2 Power to make
1156
Bryants Pond Steam Mill Co v Felt 87 Maine 234 474
1159
D18FRANCHISEMENT OF MEMBERS
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Common terms and phrases

Popular passages

Page 146 - A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law, it possesses only those properties which the charter of its creation confers upon it. either expressly, or as incidental to its very existence.
Page 451 - In the following cases, every agreement shall be void unless such agreement, or some note or memorandum thereof [expressing the consideration], be in writing, and subscribed by the party to be charged therewith.
Page 317 - ... all the navigable waters of said state, shall be common highways and forever free, as well to the inhabitants of said state as to all other citizens of the United States, without any tax, duty, impost or toll therefor.
Page 348 - Corporations may be formed under general laws; but shall not be created by special act, except for municipal purposes, and in cases where, in the judgment of the Legislature, the objects of the corporation cannot be attained under general laws. All general laws and special acts passed pursuant to this section, may be altered from time to time or repealed.
Page 29 - The franchise, roadway, roadbed, rails, and rolling stock of all railroads operated in more than one county...
Page 712 - On more than one occasion this court has expressed the cautious circum>pection with which it approaches the consideration of such questions; and has declared that in no doubtful case would it pronounce a legislative act to be contrary to the constitution.
Page 560 - It is, we think, a sound principle, that when a government becomes a partner in any trading company, it divests itself, so far as concerns the transactions of that company, of its sovereign character,, and takes that of a private citizen.
Page 359 - No private or local bill, which may be passed by the Legislature, shall embrace more than one subject, and that shall be expressed in the title.
Page 328 - The General Assembly shall not pass local or special laws in any of the following enumerated cases...
Page 343 - The Legislature shall have no power to pass any act granting any special charter for banking purposes ; but corporations or associations may be formed for such purposes under general laws.

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