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little value, and the sale would destroy the usefulness of a very valuable franchise, and thereby impair the rights of other creditors, and destroy the property of the stockholders. Gue v. Tide Water Canal Co., 24 How., 2.57.

$ 1907. Injunction served on treasurer binds him.- An injunction against a corporation, if served on the treasurer, or on any director, would bind such person to obedience. And even without such service, knowledge by the officer of the existence of the injunction would bind him to obedience. Hatch v. Chicago, etc., R. Co., 6 Blatch., 105.

$ 1908. Notice of application for injunction.— Notice to a corporation at its office, is notice to its directors, within the meaning of the United States statute requiring reasonable previous notice of an application for injunction to be given the adverse party. Brown v. Pacific Mail Steamship Co., 5 Blatch., 525.

$ 1909. The service of notice of an application for injunction, at the office of a corporation, cannot be considered as service on such shareholders of the corporation as are not directors of it. Ibid.

$ 1910. Acts of treasurer binding on the corporation.— A. had a right by contract to sell and assign certain patents, if, after notice and an opportnnity to purchase them, a company declined to do so, and assented to A.'s sale and assignment. A. received a proposition to purchase from B., and gave notice thereof to the treasurer of the company, who assented to the sale and assignment to B., upon payment to the company of $1,000. This money was paid to the company and accepted by its treasurer, who entered the transaction on the company's books. It never offered to return the money or in any way repudiate the act of its treasurer, either in receiving the draft for $1,000 or procuring it to be discounted, or in applying the avails to its benefit. Held, that the company, as against B., had no right to use the invention patented and assigned to B., and that it would be restrained, by injunction, from so doing. New England Car Spring Co. v. Union India Rubber Co., * 4 Blatch., 1.

$ 1911. Notice to corporation, how given.— Notice to a corporation can only be given by communicating it to some agent of the corporation authorized to receive it. Ibid.

$ 1912. Notice to a corporation of an opportunity to sell a patent, intended to enable it to avail itself of an option to purchase such patent, need not be given in writing. Ibid.

$ 1913. Notice, an estoppel.– Where a corporation has notice and an opportunity to purchase a patent, it is not necessary, in order to enable the vendor to sell it to some one else, that the directors should, either by vote or otherwise, do any act to enable the vendor to make the sale to another person. All that is necessary is, that they should neglect to make the purchase. This will be considered a waiver of further opportunity to purchase, and will estop them from insisting upon a right to purchase after sale to a third person buying without notice fưr value and in good faith. Ibid.

$ 1914. Estoppel.- Corporations, as well as individuals, can be estopped from denying that they have done certain acts when they had the corporate power to do them. Ibid.

$ 1915. Knowledge of officers — Acts binding.– When the owner of a vessel is a corporation, the privity or knowledge of the managing officers of the corporation must be regarded as the privity and knowledge of the corporation itself. Lord v. G., N. & P. S. Co., 4 Saw., 301. The individual bankruptcy of an officer of a corporation, which is not in bankruptcy, does not incapacitate him from exercising his functions as such, nor render inoperative the acts of the corporation done through him. Where the law under which a corporation exists requires its president to be a stookholder, but makes no provisions for vacating his office if he ceases to be such, a bankrupt president continues to be de facto president, and his acts as such bind the corporation. Atlas Nat. Bank v. F. B. Gardner Co.,* 8 Biss., 537.

$ 1916. Service on corporation, how made.- Service upon a corporation, in order to bring it into court, must be made under a statute of the United States, not under a state statute. Hume v. P. C. & St. L. R’y Co., 8 Biss., 31.

$ 1917. Service of summons on reputed director.- Service of a copy of summons and declaration on J. S., "reputed to be one of the directors of the company, the defendant," held, sufficient, it being shown that the director was in fact such an officer when the company's railroad was leased, and it being presumed that his official relation as director to the company existed when the summons was served. Railroad Co. v. Brown, 17 Wall., 450.

$ 1918. Proper officer to receive payment.— The treasurer of a company is the proper agent to whom a payment to it should be made, and is the proper agent to whom knowledge should be communicated for what purpose such payment is made. New England Car Spring Co. v. Union India Rubber Co.,* 4 Blatch., 1.

$ 1919. Capacity to sue admitted.— Notwithstanding the old rule that a corporation suing must prove its corporate existence, a plea of the general issue admits its capacity to sue, as does also going to trial on the merits. United States v. Insurance Companies, 22 Wall., 100.

$ 1920. Power of corporation as party to an action.— Where a corporation is a party to an action in court, it may take any step which an individual might to bring the suit to judgVol X-50

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ment. It is bound by the action of its attorney of record agreeing to refer the cause to arbi. trators. Alexandria Canal Co. v. Swann, 5 How., 83.

$ 1921. Suit against corporation on account stated by treasurer.- It is held that a corporatiou aggregate may be sued on an account stated by their treasurer, without examining him as a witness. . Davis v. Georgetown Bridge Co., 1 Cr. C. C., 147.

$ 1922. Authority to sue in behalf of corporation.— A suit begun by the general solicitor of a corporation will be dismissed where he has not been authorized by the articles of incorporation or the by-laws to bring suits, and the board of directors have neither authorized nor ratified such suit. Des Moines & Minnesota R. Co. v. Chicago & Northwestern R. Co.,* 2 McC., 531.

§ 1923. Authority to appear for corporation.— It seems that it is not necessary that the authority of an attorney to appear for a corporation be under seal, nor is the production of authority to appear any more necessary in case of a corporation than in the case of a natural person. Osborn v. Bank of United States, 9 Wheat., 829.

$ 1924. Set-off on note given to corporation.- The guarantor or surety (indorser) on a note given by an insurance agent to his company for a loan of money cannot, in an action at law upon such note, set off commissions earned by such agent on premiums collected by him. Mutual Life Ins. Co. v. Wilcox, 8 Biss., 203 (E3 873, 874).

§ 1925. Right of receiver to sue in a foreign state. - It is perhaps true that a duly appointed and authorized receiver of a corporation may sue in another state. This power arises from comity, in the absence of special statute regulations, and it is in general subordinate to the rights of local creditors as respects property in the jurisdiction where the suit is brought. Chandler v. Siddle, 3 Dill., 477.

$ 1926. Judgment against corporation in foreign state. — A corporation may appoint an attorney to appear for it when sued in a foreign state, and a judgment obtained against it upon such appearance would be perfect and complete. (Per Hunt and FIELD, JJ.) Tioga Railroad v. Blossburg & Corning Railroad, 20 Wall., 141.

§ 1927. Bankrupt treasurer with funds of the company - Set-off.— The treasurer of an insurance company, who becomes bankrupt with funds of such company in his hands, cannot set off against its claim for them a sum due under a policy of insurance held by him. Scammon v. Kimball, 5 Biss., 431 (SS 220–224).

$ 1923. Statute relating to proceedings against corporations not repealed.— The act of Pennsylvania, 1870, does not repeal any of the preliminaries before levy and sale, required by section 72 of the act of 1836 in proceeding against corporations, but is in addition thereto. Fox v. Hempfield R. Co., * 2 Abb., 151.

$ 1929. Sale of franchise under execution.— The franchise of a corporation cannot be sold under execution at common law. Gue v. Tide Water Canal Co., 24 How., 257.

$ 1930. Property of corporation under judicial control, not subject to execution.Where the supreme court of a state has, by its decree and authorized officer, taken judicial control of the property and franchises of a corporation, and ordered their sale, they cannot be taken in execution by process from any other jurisdiction; and if so taken, the court issuing the execution will set it aside on motion. Fox v. Hempfield R. Co.,* 2 Abb., 151.

$ 1931. Assets not subject to levy, reached by equity.- Where the assets of a corporation are not subject to levy, a creditor's remedy is by bill in equity to collect, marshal and distribute such assets. Irons v. Manufacturers' Nat. Bank, 6 Biss., 304.

S 1932. Order by the president to issue execution.- The charter of the Bank of Columbia, which gives the president thereof power to order the issue of execution in certain cases on notes due the bank, does not make such order as effectual as a judgment of a court, and a second execution cannot be issued on the same order. Bank of Columbia v. Baker, 3 Cr. C. C., 432.

$ 1933. notary fees.— Under the section in the charter of the Bank of Columbia which authorizes the president, upon the non-payment of a note, made expressly negotiable at that bank, to order execution, “ on which the debt and costs may be levied by selling the property of the defendant for the sum mentioned in said note,” “provided” the president shall “ make

ascertaining whether the whole or what part of the debt due to the bank” on said note" " is due,” a notary's fee for the protest of the note cannot be included. Reasonable attorney's fee, and interest up to the time of ordering the execution, may be included. Bank of Columbia v. Bunnel, 2 Cr. C. C., 303.

$ 1934. Sale of corporate property under a deed of trust – Right of stockholders to set it aside.- A deed of trust of the property of an express company authorized the trustees to sell the property conveyed in default of payment of the money it was intended to secure. The statute of the state of Kansas, under whose laws this deed of trust was made and foreclosed, required all foreclosures relating to real and personal property to be made in the district courts of that state. The sale, however, was made directly by the trustees without the

oath,”

*

intervention of a court. The sale was made March 22, 1862, and the property then delivered to the purchaser, who was a creditor of the company. Subsequently, on July 7, 1862, two stockholders brought suit, in behalf of themselves and all other stockholders who might come in and take part in the litigation, to set aside such sale and compel an accounting. The interests of the two stockholders were very small, they owning but three hundred and eighty-one out of ten thousand shares. No portion of their stock had been fully paid up. The trustees had possession of the property sold under the deed of trust for four months before the sale, during all of which time it was advertised for sale, and for a part of which time one of the complaining shareholders was a director in the company, but neither of them tendered the money to the creditor to secure whom the deed of trust had been given and for the payment of whom the sale was about to be made, nor sought to restrain it. The company refused to join in the two stockholders' proceeding to set aside the sale. The creditor to satisfy whom the sale was made had a valid claim large enough to absorb all of the property of the company even should the sale be set aside. Under these circumstances, held, that inasmuch as the property of the company consisted of horses, coaches and other personal property appropriate to carrying mail and to the carrying business generally, and had been delivered to the purchaser under sale and used by him long before the bill in the case had been filed, a decree to enjoin the use of that property or for its restoration to the company, or to prevent interference with it, would be nugatory, and hence an accounting could only be ordered, if any decree at all were to be made in favor of the complainante. Held, also, that inasmuch as the interests of the complaining stockholders were small, and they were not joined by the corporation or any other shareholders in their suit, and had made no efforts, either by payment on the shares or by any other means, to raise the money and prevent the sale, and had made no effort to redeem the property, no decree whatever in their favor could be made. Samuels v. Holliday, * McCahon, 214.

$ 1935. A corporation and its shareholders are distinct legal persons, and can sue and be sued by each other when there is cause of action. (Affirming Dodge v. Woolsey, 18 How., 331.) Ibid.

$ 1936. Presumption relative to trustees. The persons named in the charter of the Georgetown Free School and Orphan Asylum were trustees of the Georgetown Free School. Held, that it would be presumed such trustees were the persons at whose instance the charter was granted. Newton v. Carbery, 5 Cr. C. C., 636.

$ 1.137. Presumption of title as between the corporation and its president.— In an action to recover the proceeds of certain cotton seized by the government and sold, where it was shown that the cotton belonged either to the claimant individually, or to an insurance company of which he was president, it was held that the presumption would be in favor of the insurance company rather than of its president. Wilbur v. United States, * 7 Ct. Cl., 490.

$ 1938. Bill by United States against creditors of the corporation after the charter has expired.- After the charter of a bank, which was debtor to the United States, has expired, the United States cannot maintain a bill against the creditors of the bank, when there had been no assignment to the United States before the expiration of the charter. United States v. Alexander, 4 Cr. C. C., 311.

$ 133). Liability of surety on the bond of a corporation.– A surety on the bond of a corporation which is never forfeited is not “under a liability” for the company. Corbett v. Woodward, 5 Saw., 413.

$ 1945. Promissory note guarantied by corporation, position of accommodation in. dorser.- An accommodation indorser of a promissory note does not assume any liability for a corporation which subsequently guaranties its payment, nor does he become a creditor of the corporation. Ibid.

$ 1941. Insolvency of corporation determinable in equity.- The insolvency of a corporation by reason of the invalidity of its organization or the subscription to its stock may be determined in equity whenever it becomes necessary for the purposes of the suit. Newby v. Oregon Cent. R. Co., * Deady, 610.

$ 1942. Salvage, when vessel is owned by corporation.— It is not a valid objection to a claim for salvage that the vessel was owned by a corporation which could not personally participate in the saving. The Blackwell, 10 Wall., 1.

S 1943. Minutes as evidence of agency.- Minutes of the proceedings of a meeting of a company (proved by a witness to be such) are competent evidence against a stranger of the appointment of an agent recorded in such minutes. Bradley v. McKee,* 5 Cr. C. C., 298.

§ 1944. Obligation in accepting a franchise.- A franchise granted to a corporation must be taken with its burdens as well as its benefits or it must not be taken at all. If a structure which is authorized cannot be constructed as authorized, it should not be constructed at all. Mason v. Boom Co., 3 Wall. Jr., 256.

ner.

$ 1915. Holders of bonds given in payment of property purchased of a bank, not stock. holders in the bank. The charter of a bank provided that it should have, for a certain time, the exclusive right to furnish water to a certain city, and that at the end of that time the city might purchase the water-works and issue its bonds therefor in a certain prescribed man

The bonds were issued on the terms prescribed, and the bank charter expired by its own limitation. Held, that the holders of the bonds did not become stockholders in the bank, and that a small minority (less than one-third) of the bondholders could not maintain a suit to rescind the sale without the consent of the others. Sala v. City of New Orleans, 2 Woods, 196.

$ 1946. Interest certificates, a dividend in scrip, within the meaning of the revenue laws.- A railway company, by a resolution reciting that it had made large expenditures, equal to eighty per cent. of its capital stock, and that its stockholders were entitled to something to show for such expenditures, decided to issue, and did issue, "interest certificates” to its stockholders, to the amount of eighty per cent. of their respective interests. These certificates certified that the person to whom they were issued, “ being the holder of shares of stock, is entitled to $—, payable ratably with the other like certificates at the pleasure of the company, out of its future earnings, with dividends thereon at the same rates and times as dividends should be paid upon the capital stock of the company.” The certificate was transferable upon the books of the company, and had the same transfer blank as certificates of stock. Held, that this was a dividend in scrip, within the meaning of the internal revenue laws. Bailey v. Railroad Co., 22 Wall., 629.

§ 1947. Membership in stock exchange, belonging to a bankrupt, distributed among the other members, not illegal preference.- Where a membership in the San Francisco Stock Exchange has been sold, and its proceeds wholly distributed, pro rata, among a bankruptos creditors, who are members of the exchange, and there is no residuum left for creditors who are outside the board, sale and application of proceeds is not a preference of creditors, within the prohibition of the bankrupt law, and no part of the sum so distributed can be recovered by the assignee in bankruptcy. Hyde v. Woods,* 2 Saw., 655.

$ 1948. Statutes of mortmain.- None of the English statutes of mortmain have, or ever had, any operation in Pennsylvania. They were mere statutes of policy, in contravention of the common law, and were passed to prevent the king and mesne lords from being deprived of their feudal and seignoral rights accruing by prerogative and tenure. Miller v. Lerch, 1 Wall. Jr., 215.

$ 1949. Lands held by corporation.- Lands held by corporations may, in general, be aliened and taxed as lands held by natural persons are, and the state loses none of her prerogatives over them, except the possible chance of an escheat or collateral inheritance tax. Ibid.

$ 1950. Louisville and Portland canal - Its resources and credits — Enlargement of its works - Position of its creditors - Interest of the United States and its directors Rights of bondholders.- In 1825 the Louisville & Portland Canal Company was created by the Kentucky legislature, to construct a canal around the falls of the Ohio river, with a capital stock, and authorized to levy tolls on vessels passing through the canal. Subsequently the capital stock was increased and the United States became a large stockholder. The canal was constructed, and in 1842 a plan was inaugurated by which the surplus revenues of the canal were to be expended in purchasing ito stock, excepting such as was held by the United States. In 1855 all the shares other than those held by the United States had been bought in, and in accordance with the plan the federal government was notified to this effect, and of the readiness of the corporation to transfer the stock and the custody of the canal to the United States as soon as the department of the treasury was prepared to receive it. No formal act, either of congress or of the department, accepting this transfer was made. On the contrary, the secretary of the treasury, in reply to the notification of the company, requested it to continue its organization by retaining a share of stock for each director to maintain his eligibility, and to manage the affairs of the canal as theretofore. This was done, five shares of stock being retained to qualify directors. It becoming apparent about this time that the demands of commerce required the enlargement of the canal, the state legislature in 1857, and congress in 1860, by joint resolution, authorized the company to extend and enlarge ihe canal and to contract a debt for that purpose. The joint resolution protected the United States from liability from the debt to be incurred in enlarging the canal, and declared that when it was completed and paid for, no more tolls should afterwards be collected than were necessary to keep it in repair and pay for its superintendence and management. A large debt was created, evidenced by bonds of the canal company, secured by mortgage; and besides this, the government of the United States expended a million of dollars upon the canal. Subsequently congress made an appropriation to continue work upon the canal, and at the same time restricted the tolls chargeable for passage through such canal to five cents per ton. United States engineers, acting under this law of congress, were proceeding with their work upon the canal,

when the directors of the corporation, conceiving that to allow such officers so to proceed would be an acceptance of the act appropriating money and restricting the tolls, and would make it impossible for the directors to pay the interest and principal of the bonded debt of the canal, compelled the engineers and their workmen, by physical force, to stop work, whereupon the United States applied for an injunction to enjoin the canal company from interfering with its engineer, officers, and the person with whom they had contracted for the work of making the repairs and improvements on said canal. Held, that the joint resolution of congress recognized: (1) The existence of the corporation called The Louisville & Portland Canal Company. (2) That it had revenues and credits which might be sufficient to enable it to raise amounts for its large and expensive works. (3) That it had the right, or that the right was then given, so far as the United States could give it, to use these credits and revenues for that purpose. Held, further, that the directors of that corporation occupied a very peculiar position, and one widely different from the directors of railroad, insurance and other corporations for private gain; that the United States was the only stockholder of the corporation; that the directors had really no personal interest in the corporation or its property; that they were to all parties what equity calls trustees without an interest, – the depositaries of a naked trust; that they held this trust and must exercise it for the benefit of: (1) The holders of the bonds secured by the mortgage authorized and placed under the judicial legislative sanction by the legislature of Kentucky and the congress of the United States. (2) The United States, being the holder of all the stock in the corporation, and which had besides expended $1,000,000 for the benefit of the canal; and (3) The public, the community, to whose use free of all charges but those necessary to keep it in operation, the canal had been solemnly dedicated by the legislature of Kentucky, by the congress of the United States, and by the action of the corporation itself, as well as by all the acts of these parties from 1843 to the present time. Held, further, that the bondholders had a lien upon the revenues of the canal, and a right to insist that the corporation should adjust its revenues so as to make entirely safe the payment of their debt and its accruing interest; that congress could not by legislation impair the vested right of the bondholders, by restricting the amount of toll chargeable for passage through the canal to a sum so small as to make it impossible fully to pay such principal debt and interest thereupon. United States v. Louisville & Portland Canal Co., * 1 Flip., 260.

$ 1151. Centennial Board of Finance -— Appropriation by the government – Division of assets. The act of congress incorporating the Centennial Board of Finance enacted that as soon as practicable after the said exhibition shall have been closed, it shall be the duty of said corporation to convert its property into cash, and, after the payment of its liabilities, to divide its remaining assets among its stockholders, pro rata, in full satisfaction and discharge of its capital stock.” A subsequent act made an appropriation to complete the buildings and other preparations, but contained a proviso “that in the distribution of any moneys that may remain in the treasury of the Centennial Board of Finance after the payment of its debts, · · the appropriation hereinbefore made shall be paid in full into the treasury of the United States before any dividend or percentage of profits shall be paid to the holders of said stock;” and “that the government of the United States shall not, under any circumstances, be liable for any debt or obligation of the United States Centennial Commission or the Centennial Board of Finance, or any payment in addition to the foregoing sum.” It was held, under these acts, that the appropriation made by the government must be paid into the treasury of the United States before any division of assets should be made among the stockholders in discharge of their capital stock. Eyster v. Centennial Board of Finance, 4 Otto, 500.

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SUMMARY Only such as are granted, $ 1952. – Bounties to soldiers, SS 1953, 1954. — Assump

sit lies on an implied promise, $ 19.55; promise not implied, when, $ 1956. — Reward for arrest of criminals, SS 1957, 1958.– Of taxation, $ 1959.— To borrow money. $ 1960.To issue commercial paper, S. 1961, 1962; bona fide holders, SS 1962, 1953. — Validity of warrants, SS 1964–1966. Regulation of wharres, SS 1967, 1968.– Ferries, SS 1969, 1970.Use of property dedicated to public use; nuisances, $S 1971-1973.

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