it, the benefits of such provisions extend to corporations, and the
courts may always look beyond the name of the artificial being to
the individuals whom it represents. (Johnson v. Goodyear Min.
Co., 17.)
2. CORPORATIONS MAY LAWFULLY DO ANY ACTS within
the corporate powers conferred upon them by legislative grant.
(Trenton Potteries Co. v. Oliphant, 612.)
3. CORPORATIONS-RIGHT TO SUE.-A corporation formed
to manufacture lumber and erect buildings may take an assignment
of a judgment and sue thereon. (Capital Lumbering Co. v. Learned,
792.)
CORPORATIONS CREATED FOR THE TRANSACTION
OF CERTAIN SPECIFIED BUSINESS may invoke any legal or
equitable remedy available to an individual under similar circum-
stances. (Capital Lumbering Co. v. Learned, 792.)
CORPORATIONS.-A CONTRACT OF SUBSCRIPTION, for
the purpose of effecting an incorporation, is binding and enforceable
only after the full capital stock has been subscribed. (McCoy v.
World's Columbian Exposition, 288.)
6. CORPORATIONS — FULL SUBSCRIPTION
OF. THE RECORDS of a corporation are competent and sufficient
evidence that the full amount of capital stock has been subscribed.
Hence a final certificate of incorporation, with the proceedings at-
tached thereto, is prima facie proof of that fact. (McCoy v. World's
Columbian Exposition, 288.)
7. CORPORATIONS - SUIT ON SUBSCRIPTION — UNAU-
THORIZED SUBSCRIPTION BY OTHER CORPORATIONS AS
A DEFENSE.-The fact that corporations, without authority, sub-
scribed for the capital stock of another corporation, and against
which they could make a defense, does not enable an individual
subscriber to evade his own subscription, where he, during the
whole proceedings to effect the incorporation, made no objection to
any subscription by such corporations, or effort to repudiate his
own on that account, and where there is no evidence that the con-
tracts of subscription by the corporations were not performed, or
that they had availed themselves of their privilege to deny or repu-
diate their obligations. (McCoy v. World's Columbian Exposition,
288.)
CORPORATIONS-SUIT ON SUBSCRIPTION-INCREASE
OF STOCK AS A DEFENSE.-It is no defense in a suit upon a sub-
scription for capital stock, made in anticipation of the organization
of a corporation, that the capital stock was increased, and that there
is no proof that the additional stock was subscribed. (McCoy v.
World's Columbian Exposition, 288.)
9. CORPORATIONS-SUIT ON SUBSCRIPTION-EVIDENCE
-JUDICIAL NOTICE.-A court will take judicial notice of histor-
ical facts of public notoriety, such as the fact that the World's Fair
was held in the city of Chicago. Hence in a suit on a subscription
to the capital stock of the "World's Columbian Exposition," a cor-
poration, a compliance with the condition that the exposition should
be located in that city need not be proved. (McCoy v. World's
Columbian Exposition, 288.)
10. CORPORATIONS-INTEREST ON SUBSCRIPTIONS FROM
CALL OR DEMAND.-A subscription, in writing, to the capital
stock of a corporation, payable in installments, as called for by the
directors, matures upon their call or demand, and thereafter draws
interest. (McCoy v. World's Columbian Exposition, 288.)
11. CORPORATIONS-INSPECTION OF BOOKS AND REC-
ORDS SUFFICIENCY OF PETITION FOR.-It is not necessary
for a stockholder in a corporation, who demands an inspection of
its books and records, to state in his petition what his reasons are
for desiring it, or to show that he is actuated by proper motives
and in the pursuit of justifiable ends. It is sufficient for his pe-
tition to show that he is a stockholder; that he has requested such
inspection to be made at a reasonable time; and that his request
has been refused. (Cincinnati etc. Co. v. Hoffmeister, 707.)
12. CORPORATIONS-RIGHT TO INSPECT BOOKS AND
RECORDS-INCIDENTS OF.-The right of a stockholder to take
copies of the books and records of a corporation is incidental to
his right to inspect them, and such rights may be exercised by
the stockholder himself or by his agent. Furthermore, the right
of inspection is not limited to one inspection, but may be exercised,
at any reasonable time, so long as the relation of stockholder ex-
ists. (Cincinnati etc. Co. v. Hoffmeister, 707.)
13.
CORPORATIONS-INSOLVENCY-ASSESSMENTS UPON
TRANSFERRING STOCKHOLDERS-HOW TO BE APPLIED
AMONG CREDITORS.-If a solvent stockholder of a corporation
transfers his shares, in good faith, to one who is insolvent at the
time when the stockholders' liability is subjected to the payment
of debts, a fund derived from assessments levied upon such trans-
ferring shareholders must be applied exclusively to the payment
of creditors whose claims existed at the time of such transfer. It
cannot go into a common fund to be distributed pro rata among
all the creditors of the corporation. No part thereof should be
applied to debts of the company contracted subsequently to the date
of such transfer. (Wick Nat. Bank v. Union Nat. Bank, 734.)
CORPORATIONS-INSOLVENCY-ENFORCING
14.
TORY LIABILITY OF TRANSFERRING STOCKHOLDERS-
PROPER DISTRIBUTION AMONG CREDITORS-In a suit to
enforce the statutory liability of stockholders of an insolvent cor-
poration, the rule for determining to whom the money shall be paid
is, that, as to a fund arising from assessments upon all who are
stockholders at the time of the decree enforcing such liability, all
the creditors should share pro rata; but as to funds arising from
assessments upon persons who were stockholders, but who assigned
their stock, in good faith, before the insolvency of the corporation,
such funds should be applied to the residue, if any, owing to cred-
itors who were such at the time of the assignment of the stock.
(Wick Nat. Bank v. Union Nat. Bank, 734.)
15. CORPORATIONS-CHANGE OF PARTNERSHIPS INTO
-EFFECT OF, UPON DEBTS.--If, for the purpose of continuing
a business, it is changed from a partnership to a corporation, the
latter taking all the property of the partnership, by the members
of the firm transferring their respective interests therein to the
corporation, and receiving a like interest in the capital stock of
the company in consideration of the transfer, and the parties re-
main the same, the debts of the firm become the debts of the
corporation, which is answerable therefor, whether it has expressly
assumed them or not. Such a transaction is not a sale of property
by one to another. The corporation cannot retain the property and
repudiate the liability. (Andres v. Morgan, 712.)
16. DEBTOR AND CREDITOR-CHANGE OF PARTNERSHIP
INTO CORPORATION-NOVATION-WHAT IS NOT.-If the mem-
bers of a partnership contemplate changing the business into a
corporation, for the purpose of continuing it, without a change of
parties, and a member of the firm assumes one of its debts to a
creditor in discharge of a debt of his own to the company, the
transaction does not constitute a novation as to the firm creditor,
where he had no knowledge of it and never assented to it, and does
not in any way affect his rights as a creditor of the corporation.
As between such member and the corporation, it is the debt of
the former, but as between the firm creditor and the corporation,
It is the debt of the latter. (Andres v. Morgan, 712.)
CORPORATIONS-CHANGE OF PARTNERSHIPS INTO-
CHANGE OF STOCKHOLDERS-RIGHTS OF CREDITORS.-The
rights of a creditor of a partnership, when it becomes a corpora-
tion, cannot be altered by subsequent changes in the stockholders.
The latter may wholly change and the company remain the same
as to rights and liabilities. (Andres v. Morgan, 712.)
18. EVERY CORPORATION HAS POWER TO MAKE A NOTE
to secure the payment of its own debt. (Andres v. Morgan, 712.)
19. CORPORATIONS.-FOREIGN CORPORATIONS HAVE NO
ABSOLUTE RIGHT to recognition in the state. They may be ad-
mitted on such terms and conditions as the state may impose, or
they may be excluded altogether. (State v. Schlitz Brewing Co.,
941.)
20. CORPORATIONS, FOREIGN-NONCOMPLIANCE WITH
STATUTE-RIGHT TO SUE.-A foreign corporation which has
failed to comply with a statute requiring it to appoint a resident of
the state as its attorney, upon whom service of process against it
may be made, and providing a penalty for noncompliance, may
nevertheless maintain a suit within the state to recover a just debt
due it from a resident thereof. (Garratt Ford Co. v. Vermont Mfg.
Co., 852.)
21. CORPORATIONS-FOREIGN-CONFLICT
Judgments of a court of one state cannot determine the validity
of a mortgage on land in another state, nor transfer the title to
land in that state, and it can make no difference that one of the
parties to such judgment is a corporation formed in the former state,
and doing business in the latter state. (Union Nat. Bank v. State
Nat. Bank, 560.)
22. CORPORATIONS, FOREIGN-CONFLICT OF LAWS-CA-
PACITY TO HOLD LAND.-The capacity of a foreign corporation
to acquire and hold land, as well as the validity of its mortgage
thereon, must be determined by the courts of the state where the
land is situated, and cannot be determined by the courts of the state
where such corporation is organized. (Union Nat. Bank v. State
Nat. Bank, 560.)
CORPORATIONS, FOREIGN-EXECUTION OF MORT-
GAGE-CORPORATE ACT-CONFLICT OF LAWS.-If the major-
ity of the directors of a corporation hold a meeting in a state other
than that in which the corporation is organized, and execute a
mortgage on land in that state to a bona fide creditor therein, such
act is a corporate act and void, when the charter of the corpora-
tion provides that the action of any meeting of its directors held
beyond the limits of the state shall be void unless such meeting
is authorized or its acts ratified by two-thirds of the directors at
a regular meeting, the action in executing such mortgage is neither
thus authorized nor ratified. (Union Nat. Bank v. State Nat. Bank,
560.)
24. CORPORATIONS, FOREIGN - EXECUTION OF VOID
MORTGAGE-CONFLICT OF LAWS.-If a mortgage executed by
a corporation in a state other than that in which it is organized
is void because not executed in accordance with its charter, it is
not legalized in the state wherein the land is situated by the fact
that the corporation was organized to do business in that state,
that it conveyed all of its property therein to secure a bona fide
creditor therein, and that the mortgage was thus made to enable
the corporation to pay its debts and carry on its business in that
state. (Union Nat. Bank v. State Nat. Bank, 560.)
25. CORPORATIONS-FOREIGN-CONFLICT OF LAWS.—Al-
though a state may impose such terms and restrictions as it may
see fit upon foreign corporations doing business therein or exclude
them entirely, yet such corporations cannot transact corporate busi-
ness in such state in any other manner than that prescribed by its
charter. Hence, a mortgage executed by such corporation in such
state in violation of the charter under which it was organized is
void. (Union Nat. Bank v. State Nat. Bank, 560.)
26. CORPORATIONS, FOREIGN-ATTACHMENT-COLLAT-
ERAL ATTACK-FRAUD.-The defense that a foreign corporation
defendant in an attachment suit has its chief place of business
within the state, and that ordinary legal process could have been
served upon it therein, must, in the absence of fraud, be pleaded to
the attachment, and cannot be raised in a collateral proceeding un-
less fraud is pleaded and proved. (Union Nat. Bank v. State Nat.
Bank, 560.)
See Banks, 3-6; Burglary, 2; Equity, 2; Injunction, 2; Insurance, 19;
Monopoly, 1, 2; Receiver; Statutes, 9-11.
1. COTENANCY-JOINT OWNERSHIP.-A statutory provision
that a right created in favor of several persons is presumed to be
joint and not several, unless overcome by express words to the
contrary, has reference only to the relation between the parties
in whose favor the right is created, and the party against whom it
exists, and does not determine the relation of joint interest and
benefit of survivorship as between the owners of the right in their
relations to one another. (Denigan v. San Francisco Sav. Union, 35.)
2. COTENANCY-TRESPASS-DAMAGES-JOINT RIGHTS.-
The right of action of cotenants for a trespass on their land is
joint and whatever affects the right of one to recover in like man-
ner affects them all. The quantum of damages which any one of
them may recover is the quantum to which each of the others is
limited. The assessment of damages must be joint, and cannot be
severed by the jury. (Haley v. Taylor, 549.)
1. COUNTIES LIABILITY FOR
BURNING HOUSE.-A
county is not liable to a plaintiff in tort for the burning of his
house, in the absence of statute imposing such liability, either ex-
pressly or by necessary implication. (Prichard v. Board of Commis-
sioners, 679.)
2. COUNTIES-DEALING WITH SMALLPOX – BURNING
HOUSE.-Under statutes conferring power to make regulations to
prevent the spread of contagious and infectious diseases, and to
destroy such furniture or other articles which shall be believed to
be tainted or infected with such diseases, neither a town nor county
has authority to burn a residence house to prevent the spread of
such diseases. A proper disinfection would be the extent of their
powers in respect to property thus tainted or infected. (Prichard
v. Board of Commissioners, 679.)
3. COUNTIES AS MUNICIPAL CORPORATIONS-LIABIL-
ITY.-Counties are not, in a strict legal sense, municipal corpora-
tions, but are rather instrumentalities of government, with cor-
porate powers to execute their purposes, and they are not liable in
damages, in the absence of statutory provisions giving a right of
action against them. (Prichard v. Board of Commissioners, 679.)
4. LIMITATION OF ACTION AGAINST COUNTY.-A county
owning land which it may sell and convey without a breach of duty,
holds it as an individual, and its title may, therefore, be defeated
by possession, and payment of taxes, under color of title, made
in good faith, for the period prescribed by the statute of limitations.
(Hammond v. Shepard, 274.)
1. RESTRICTIVE COVENANTS-ENFORCEMENT OF.-The
right of grantees from a common grantor to enforce, inter sese,
covenants entered into by each with such grantor is confined to
cases where there is proof of a general plan or scheme for the im-
provement of property, and its consequent benefit, and there is evi-
dence of the covenant in question having been entered into for the
benefit of other lands conveyed by the same grantor. Such cove-
nants cannot be enforced by a plaintiff against a defendant, between
whom there is no privity, either of contract or estate. (Summers v.
Beeler, 446.)
2. RESTRICTIVE COVENANTS AS TO BUILDING LINE-
ENFORCEMENT OF, BY PURCHASERS INTER SESE.-If some
lots of a platted tract of land in a city are conveyed by the owner
without any restriction as to a building line, while others conveyed
by the same grantor do have such a restriction the grantees of the
latter lots cannot enforce such restriction inter sese, without show-
ing that it was part of a general scheme for the benefit of all the
purchasers. (Summers v. Beeler, 446.)
3. RESTRICTIVE COVENANTS AS TO BUILDING LINE-
ENFORCEMENT OF, BY PURCHASERS INTER SESE-BAY-
WINDOW-INJUNCTION.-If, after certain lots of a platted tract
of land in a city are conveyed by the owner, some with restrictions
to be observed as to a building line, and others with no such re-
strictions, one lot is conveyed with such a restriction, but with no
servitude imposed by the deed on an adjacent lot, facing the same
street, retained by the grantor, and such adjacent lot is afterward
sold by the same grantor, with a like restriction, the grantee of the
former lot cannot restrain the grantee of the latter lot from build-
ing a bay-window beyond the building line, where there was noth-
ing in the recorded map, or in the description of the lots accompany-
ing it, showing any restriction, and where such restrictions in the
deeds to prior purchasers were treated by them, both by their own
violations thereof and their failure to resist violations by other pur-
chasers, as not made for the common benefit of all the purchasers.
(Summers v. Beeler, 446.)
1. CREDITORS' BILLS TO SET ASIDE fraudulent conveyances
and bills to reach equitable assets rest upon distinct grounds of
jurisdiction, as the former invokes the aid of the court for relief
from fraud, and the latter for the appropriation of assets which can-
not be reached by law. Both kinds of bills are, however, proceed-
ings in equity, and subject to the same general rules. (First Nat.
Bank v. Randall, 867.)
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