Modern American Law: A Systematic and Comprehensive Commentary on the Fundamental Principles of American Law and Procedure, Accompanied by Leading Illustrative Cases and Legal Forms, with a Rev. Ed. of Blackstone's Commentaries, Volume 9

Eugene Allen Gilmore, William Charles Wermuth

Blackstone Institute, 1914 - Law

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Selected pages

LAW OF PRIVATE CORPORATIONS	1

from its shareholders	10

Same subjectPiercing the veil of corporate entity	16

SECTION	23

SECTION PAGE 20 Creation by special act	29

Same subjectModern developments	30

Creation under general laws	32

Same subjectDelegation of power by the legisla ture	33

Same subjectModern theory 265 1	265

Relation between creditor and director	268

Same subjectStatutory liability	269

Same subjectUnpaid subscriptions	270

Same subjectStock issued for money at less than par	271

itors	272

Same subjectWatered stock	273

Same subjectEffect of notice on creditors part	274

Same subjectPractical workings and effect	35

Same subjectConcrete illustration	37

Creation by implication or consolidation	39

Corporate name	41

Same subjectConditions precedent	42

Same subjectOmission of directory provision	43

CHAPTER III	47

Conditions of de facto corporate existence	48

Collateral attack	49

Necessity of a valid law	50

Same subjectIncorporation under unconstitutional law	51

Necessity of bona fide attempt to organize	52

Same subjectWhat is insufficient	53

Necessity of corporate user	54

Powers of a de facto corporation	55

The estoppel doctrine applied to imperfectly organ ized corporations	56

Conditions of corporate existence by estoppel	57

Same subjectWho are estopped?	59

Value of the estoppel doctrine	61

Limitations of the estoppel doctrine	62

CHAPTER IV	64

Compensation of promoters	71

CHAPTER V	77

Same subjectRight to withdraw	83

Same subjectAfter organization	90

SECTION PAGE 75 Effect of unauthorized acts of directors upon liabil ity of subscribers	96

Fraud and mistake as affecting subscriptions	98

Underwriting	99

CHAPTER VI	100

Control by the courts	101

Control by the legislature	102

Power of eminent domain	103

Taxing power	104

Same subjectFranchise tax	105

Same subjectTax on capital stock and shares of stock	106

Power of repeal and forfeiture	107

Dartmouth College v Woodward	108

Same subjectEffect of the decision	110

Assignability of franchise	111

Corporate trusts and monopolies	112

Same subjectThe Standard Oil and Tobacco Trust decisions	113

CHAPTER VII	116

Construction of charters	117

Powers in general	118

Same subjectIllustrations	120

SECTION PAGE 101 Power to contract	124

Power to borrow money and issue negotiable paper	125

Power to make or endorse accommodation paper	126

Power to acquire and convey property	127

Power to alienate all its property	130

Power to pledge or mortgage	131

Power to lend money or credit	132

Power to act as trustee	133

Power to make bylaws	134

Power to take by bequest or devise	135

Power to acquire shares of stock of other corpora tions	137

Same subjectThe holding company	138

Power to enter into a partnership	139

Same subjectAccounting	140

Power to transact a distinct business not covered by the corporate charter	141

Miscellaneous powers	142

Modern tendency in construing corporate powers	144

CHAPTER VIII	145

Ultra vires distinguished from illegality	146

Development of the doctrine	147

Acquisition of property	148

Same subjectBy devise or bequest	149

Same subjectMortmain doctrine	151

Transfer of property	152

Executed contracts	155

Partially executed contracts	156

Same subjectFederal or strict rule	157

SECTION PAGE 132 Same subjectRecovery in quasicontract	158

Same subjectNew York or liberal rule	159

Same subjectIntermediate rule	160

Rescission of ultra vires contract	161

Modern tendencies	163

CHAPTER IX	165

Development of corporate liability	166

Liability for torts	167

Same subjectTorts involving malice	169

Liability for exemplary damages	170

Same subjectCrimes involving malicious intent	172

Same subjectPractical illustrations	174

Modern tendency of the law	175

CHAPTER X	176

Relation between corporation and its directors	177

Powers	178

Same subjectStockholders control	180

Meetings	181

Delegation of authority	183

Removal	185

Compensation	186

Liability for unauthorized or illegal acts	188

Same subjectEffect of good faith	189

Duty of diligence	191

Same subjectGross neglect	193

Same subjectPractical illustrations	195

Dealings of directors with their corporations	196

Same subjectDuty of good faith	198

SECTION PAGE 161 Same subjectSecret profits	202

Contracts between corporations with interlocking directors	203

Duty toward the individual stockholder	205

Same subjectRecent developments	207

Functions of corporate officers	208

De facto officers and directors	210

CHAPTER XI	211

The oneman company	212

Stockholders meetings	213

Capital stock and capital	214

Capital stock distinguished from shares of stock	216

Nature of shares of corporate stock	218

Kinds of stock	219

Transfer of shares of stock	221

Restraint upon transfer	223

Effects of executed transfer	226

Registration of transfer	228

Same subjectRights of attaching creditors	229

Transfer upon forged power of attorney	231

Transfer in abuse of authority	233

Quasinegotiability of stock certificate	236

Refusal to transfer	237

CHAPTER XII	238

Same subjectVoting by proxy	240

Same subjectVoting trusts	241

SECTION PAGE 188 Same subjectCumulative voting	242

Right to make bylaws	243

Right to dividends	244

Same subjectStock dividends	246

Same subjectWhen equity will decree declaration	247

Same subjectWho is entitled	248

Same subjectBetween life tenant and remainder man	249

Same subjectSetting apart of specific fund	250

Right to subscribe to new issue of stock	251

Same subjectWhere stock is original	252

Same subjectEffect of wrongful motive	253

Same subjectStatutory modifications	254

Right of stockholder to sue on own behalf	255

Right of stockholder to sue on behalf of the corpo ration	256

Same subjectExtent of remedy	257

Same subjectCondition of suit	258

Same subjectWho can sue	259

Same subjectFederal equity rule	260

Same subjectDefenses	261

Powers of the majority	262

CHAPTER XIII	263

Same subjectEffect of transfer of shares	276

CHAPTER XIV	278

Same subjectTransfer of entire corporate property	279

Forfeiture clauses in charters	280

Jurisdiction of equity	281

Effect on corporate property	282

Same subject	283

CHAPTER XV	285

The rule of comity	287

Methods of exclusion	288

Right to engage in interstate commerce	290

Bibliography	291

LAW OF PARTNERSHIP CHAPTER I	293

Confused state of the law	294

Same subjectVarious conceptions of partnerships	295

Definitions of partnership	296

Same subjectPartnership an association	297

True partnership	298

Exceptions to profitsharing test	299

The doctrine of Waugh v Carver overthrown	301

Common ownership	302

Intention to be partners	303

How intention is ascertained	304

Tests of intention	306

Partnership distinguished from other relations	307

Same subjectVoluntary associations	308

Same subjectJoint ownership	309

CHAPTER II	311

The partnership contract may be implied	312

SECTION PAGE	315

The contract must be carried out	321

Firm name in business transactions	327

Nature of a partners interest in firm property	333

Effect of death of partner on firm property	339

NATURE EXTENT AND DURATION OF PARTNERSHIP LIABILITY SECTION PAGE 47 Nature of partnership liability in contract	342

Same subjectEstate of deceased partner	343

Extent of partnership liability in contract	345

Commencement of partnership liability in contract	346

Liability of retiring partner	348

Termination of contract liability as to past trans actions	349

Termination of contract liability as to future trans actions	350

Notice of dissolutionFormer dealers	351

Nature and extent of liability in tort	353

CHAPTER V	355

Test of implied powers	356

Trading and nontrading partnerships	357

Ratification and estoppel	358

Power to buy and sellBorrow money	359

Power to execute deeds	361

Power to assign for the benefit of creditors	362

Power to subject firm to tort liability	363

Powers of partners after dissolution	364

CHAPTER VI	366

Duty to observe good faith	367

Right to contribution	373

80	379

87	385

CHAPTER VIII	392

SECTION PAGE 95 Same subjectExceptions	394

Actions at law between partners after final settle ment	395

Actions between firms with common member	396

Actions in equity between partnersGeneral theory	397

Accounting upon dissolution	398

Specific performance	400

Receivers	401

CHAPTER IX	403

Parties plaintiff in actions on actions on contracts in the individual name of a partner	404

Parties plaintiff in tort actions	405

Parties defendant in contract actions against the firm	406

Parties defendant in tort actions against the firm	407

Effect of admission of new member	408

Effect of retirement of old member	409

Effect of death of member	410

Effect of one partner is disqualified to sue	411

Actions in firm name	413

CHAPTER X	415

Same subjectDeath	416

SECTION PAGE 120 Same subjectPartner disposing of his interest	417

Same subjectMarriage of female partner	418

Dissolution by act of fewer than all the partners	419

Dissolution by judgment	420

CHAPTER XI	421

Creation of limited partnership	422

Termination of special partnership	423

Duties and liabilities of special partners	424

Mining partnership	425

Kinds of partners	426

LAW OF BANKS BANKING AND TRUST COMPANIES SECTION PAGE 1 Introductory	429

Definitions	430

Banking corporations generally	435

Banking corporationsThe charter	436

Liability of banks for torts	442

Deposits	443

Checks	444

ChecksForm of	445

ChecksDishonor	446

ChecksCertification	448

Checks Stop payment instructions	449

The collection of commercial paper	450

The quasibanking of the clearing house	452

Forgery in relation to banking	453

Rights and liabilities of trust companies	456

Collateral securities	457

Allowing and paying claims	474

Ancillary receiver	480

Law of Partnership	503

Law of Banks Banking and Trust Companies	511

LEADING ILLUSTRATIVE CASES	521

CHAPTER II	540

CHAPTER III	548

Mutual Insurance Company	563

Coppage Receiver v Hutton	569

CHAPTER VI	579

Trustees of Dartmouth College v Woodward	585

Bank of the Old Dominion	606

Murphy et al v Arkansas L Land Improvement Company	612

Actions at	616

CHAPTER VIII	619

Railway Companies v Keokuk Bridge Co	627

TITLE OF CASE PAGE	628

Whitney Arms Co v Barlow	634

CHAPTER IX	640

Atchison	646

Anderson	653

National State Bank v Vigo County National Bank	661

Commercial Fire Insurance Co v Board of Revenue	669

CHAPTER XII	679

CORPORATE CREDITORS	681

Leading Illustrative Cases Table of Contents	687

State Bank v The State	689

CHAPTER XV	695

The figures refer to those at the bottom of the pages	699

Beecher et al v Bush et al	706

CHAPTER II	713

Hendren et al v Wing et al	719

Taylor et al v Field	726

Andrews Heirs v Browns Adms	732

TITLE OF CASE PAGE	736

CHAPTER V	742

CHAPTER VI	749

CHAPTER VII	756

Meranda et al	766

CHAPTER X	772

392	777

Copyright

Other editions - View all

Modern American Law: A Systematic and Comprehensive Commentary on ..., Volume 9
Eugene Allen Gilmore,William Charles Wermuth
Full view - 1914

Modern American Law: A Systematic and Comprehensive Commentary on ..., Volume 9
Eugene Allen Gilmore,William Charles Wermuth
Full view - 1917

Common terms and phrases

action agents agreement amount authority bank board of directors by-laws capital stock certificate of stock choses in action common law constitutional corporate charter corporate powers corporate property court held court of equity created creditors Dartmouth College debts decision declared dividend doctrine duty enter entitled erty estopped estoppel executed exercise fact facto corporation faith firm franchise fraud held liable hold holder illegal implied incorporation individual interest intra vires jure jurisdictions LEADING ILLUSTRATIVE legislature LL.B negotiable instruments nership officers ordinarily ordinary organization owner parties partner partnership payment performed plaintiff poration possession profits promoters provision purchase purpose quasi-contract question quo warranto railroad ration real estate reason recover regarded rule sell shareholders shares of stock statute statutory stock certificate stockholders subscriber subscription Suppose Supreme Court tion tort tract transaction transfer trust fund ultra vires unauthorized valid vested void vote voting trust York

Popular passages

Page 262 - ... that the plaintiff was a shareholder at the time of the transaction of which he complains or that his share thereafter devolved on him by operation of law...‎

Appears in 317 books from 1798-2007

Page 587 - 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.‎

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Page 161 - ... one contracting with a corporation to take notice of the legal limits of its powers; the interest of the stockholders not to be subjected to risks which they have never undertaken; and, above all, the interest of the public that the corporation shall not transcend the powers conferred upon it by law.‎

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Page 436 - To exercise by its board of directors, or duly authorized officers or agents, subject to law, all such incidental powers as shall be necessary to carry on the business of...‎

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Page 553 - The term promoter is a term not of law but of business, usefully summing up in a single word a number of business operations, familiar to the commercial world, by which a company is generally brought into existence.‎

Appears in 89 books from 1880-2007

Page 31 - 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.‎

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Page 580 - no State shall pass any bill of attainder, ex post facto law, or law impairing the obligation of contracts." In the same instrument they have also said " that the judicial power shall extend to all cases in law and equity arising under the Constitution.‎

Appears in 143 books from 1816-2007

Page 19 - Columbia, or to any foreign country, any article or commodity, other than timber and the manufactured products thereof, manufactured, mined, or produced by it, or under its authority, or which it may own in whole, or in part, or in which it may have any interest direct or indirect except such articles or commodities as may be necessary and intended for its use in the conduct of its business as a common carrier.‎

Appears in 344 books from 1856-2004

Page 583 - If the act of incorporation be a grant of political power, if it create a civil institution, to be employed in the administration of the government, or if the funds of the college be public property, or if the State of...‎

Appears in 82 books from 1819-2007

Page 579 - This is an action of trover, brought by the Trustees of Dartmouth College against William H. Woodward, in the state court of New Hampshire, for the book of records, corporate seal, and other corporate property, to which the plaintiffs allege themselves to be entitled. A special verdict, after setting out the rights of the parties, finds for the defendant, if certain acts of the legislature of New Hampshire, passed...‎

Appears in 42 books from 1819-2007

Bibliographic information

Title	Modern American Law: A Systematic and Comprehensive Commentary on the Fundamental Principles of American Law and Procedure, Accompanied by Leading Illustrative Cases and Legal Forms, with a Rev. Ed. of Blackstone's Commentaries, Volume 9 Modern American Law: A Systematic and Comprehensive Commentary on the Fundamental Principles of American Law and Procedure, Accompanied by Leading Illustrative Cases and Legal Forms, with a Rev. Ed. of Blackstone's Commentaries, Eugene Allen Gilmore
Editors	Eugene Allen Gilmore, William Charles Wermuth
Publisher	Blackstone Institute, 1914

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