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repealing Sec. 1, par. 89, Art. 5 of City and Village Act giving city power to extend street across or under railroad tracks.

C. & N. W. Ry. Co. v. City of Chicago, 140 I11. 309. Authority of cities to control use of streets and crossings by railroad companies—extent of.

County of Cook v. G. W. R. R. Co., 119 Ill. 218. Cities may grant to individuals or corporations the right to build sidetrack in street to main line of railroad; and may control same.

Chicago Dock & C. Co. v. Garrity, 115 Ill. 155. Exclusive use of streets for private purposes cannot be granted by cities.

Chicago Dock & C. Co. v. Garrity, 115 Ill. 155. Majority of all elected aldermen is necessary for passage of grant to lay tracks in city street.

Chicago Dock & C. Co. v. Garrity, 115 Ill. 155. Cities may require street railway company to make its line conform to the street so as to present the least interference with traffic.

.N. C. C. Ry. Co. v. Town of Lake View, 105 Ill. 207. An ordinance allowing a commercial railroad to lay tracks along any and all streets is void, the Council having no power to so interfere with general traffic.

C. R. I. & P. R. R. Co. v. Brockerson, 2 Ill. C. C. R. 263 (269). City council has power to grant a permit to a commercial railroad company to run its tracks along certain streets to get into and out of such city.

C. R. I. & P. R. R. Co. v. Brockerson, 2 Ill. C. C. R. 263. The city is never estopped for enforcing the conditions of a franchise grant.

Ill. Mfg. Ass'n v. Chicago Tel. Co., 1 III. C. C. R. 119. Ordinances granting use of street to elevated or surface railway companies—rule as to construction of—force of-powers under.

Northwestern Elev, R. R. Co. v. City of Chicago, 1 Ill. C. C. R. 480.

Ordinance granting privileges to street railway company may require certain lines built within certain time.

People v. West Div. Ry. Co., 118 Ill. 113. Cities are not authorized to add new condition to street railway grants after acceptance of the ordinance.

People v. West Div. Ry. Co., 118 Ill. 113. The acceptance of an ordinance and its conditions does not estop the company from accepting larger powers by a later ordinance.

McCartney v. C. & E. R. R. Co., 112 Ill. 611. Ordinance granting private company right to lay water pipes and furnish water to residents construed. Held a contract after acceptance and partial construction; not mere license.

City of Quincy v. Bull, 106 Ill. 337.

By county.

County authorities are not empowered to question construction of railroad across city streets.

County of Cook v. G. W. R. R. Co., 119 I11. 218.

By courts.

Courts will not interfere with the management of corporations, at suit of stockholders, unless acts complained of are clearly detrimental to stockholders.

Coquard v. Nat. Linseed Oil Co., 171 Ill. 480. Courts will not control or direct the methods or business of corporations. That is left to the controlling stockholders and officers.

Wheeler v. Pullman I. & S. Co., 143 Ill. 197 (208). Illinois courts have no jurisdiction to wind up a foreign corporation or determine the liability of its stockholders to local creditors. Creditors must sue in the State of organization,

Young v. Farwell, 139 Ill. 326.

CONTRACTS AND AGREEMENTS.

INTRODUCTORY.
LAW IN GENERAL.
BY CARRIERS.
IN RESTRAINT OF TRADE.

Introductory.

Corporate contracts and agreements are usually negotiated by the president or general manager, although the board of directors pass on all important and unusual contracts.

The officers may make contracts of employment and such agreements as are necessarily required in the usual conduct of their departments, but have no power to bind the company outside the immediate scope of their duties.

Contracts other than those above referred to are entered into by the president and secretary and signed by them, although some companies authorize the treasurer to sign contracts. The by-laws should and usually do provide who shall sign contracts, and should be followed. A resolution of the board will be necessary when the by-laws do not direct who shall sign contracts. (Form No. 76.) The corporate seal (if one has been adopted) should always be affixed.

Corporations may make any contracts reasonably within or incident to the object of incorporation as stated in the original statement.

Contracts not authorized by the corporate objects, or ultra vires for any reason, are good if not objected to by parties interested, unless against law.

In general.

When a contract made by the president is his individual debt.

Laughlin v. Ledgerwood, 240 Ill. 118.

Misnomer as to corporate name is not fatal to contract.
Malleable I. R. Co. v. Pusey, 244 Ill. 184.

Chicago, 8-18, 1902. Received of Mr. Fred W. Wolf the sum of four thousand dollars ($4,000.00), account Chicago Sign Printing Co.

A. H. ERNECKE, Sec. and Treas., Chicago Sign Printing Co. $4,000.00

The above amount is part payment on stock in above concern to be issued shortly.

A. H. ERNECKE. The above agreement held not enforcible, the increase of stock contemplated not having been made before the money was paid. The amount was recoverable in assumpsit by Mr. Wolf.

Wolf v. Chicago Sign Printing Co., 233 Ill. 501. A clause in a contract excusing failure of the seller to deliver because of strikes refers only to local strikes, which are the proximate cause of non-delivery; not to remote troubles, though they may make delivery more difficult.

Consol. Coal Co. v. Jones & Adams Co., 232 Ill. 326 (p. 330). An agreement between the president and treasurer of a corporation and a lessee of certain of its property by which certain worthless notes and paper (known to said officers to be of no value) are accepted as part payment for rent due under the lease, is not binding on the corporation.

Nat'l Brake Beam Co. v. Chicago Equip. Co., 226 Ill. 28. An agreement to limit the number of shares to be issued to any one person is valid when made between all the parties who are to purchase the stock, but does not bind the corporation. A by-law to that effect would be void.

Hladover v. Paul, 222 Ill. 254. A contract between a corporation and one of its stockholders guaranteeing payment of dividends on such stock before the payment of necessary expenses and keeping the capital and assets intact, is illegal.

Cratty v. Peoria Law Library Ass'n, 219 Ill. 516. An agreement to pay a guaranteed dividend on stock is good, if payable out of the net income; and such income cannot be diverted to increase the capital or assets of the corporation. The dividend must be first paid.

Cratty v. Peoria Law Library Ass'n, 219 Ill. 516. An agreement to pay dividends out of capital stock or in such manner as will impair the capital stock is illegal and void.

Cratty v. Peoria Law Library Ass'n, 219 Ill. 516. A contract by virtue of which a lawyer transfers books to an incorporated law library and receives stock in payment, dividends to be paid on such stock out of the net income of such corporation, is sufficient basis for a suit in chancery for an accounting where dividends have not been paid for many years, although demanded.

Cratty v. Peoria Law Library Ass'n, 219 Ill. 516. An agreement between the manager and stockholder of a corporation and one making a contract with the corporation, that such manager shall profit by the contract, will be closely scrutinized. Not enforced.

Leigh v. Laughlin, 211 Ill. 192. Held—a contract was a corporate agreement; since the corporation only had power to perform it.

Reed v. Fleming, 209 Ill. 390. What evidence will have weight in determining whether a contract signed by the president is his personal matter or binding on the corporation.

Reed v. Fleming, 209 Ill. 390. Contracts between employer and employe by which it is agreed debts due the employer shall be deducted from wages, cannot be prohibited or made criminal by statute.

Kellyville Coal Co. v. Harrier, 207 III. 624.

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