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tion, at any time within five years of judgment. Section 12, Corporation Act.

Singer & T. Co. v. Hutchinson, 176 Ill. 48. Section 25, Corporation Act, is the basis of equity jurisdiction to dissolve corporations. Facts alleged must bring case within this section—not here.

Coquard v. Nat. Linseed Oil Co., 171 III. 480.

Bill to wind up a corporation may be presented as an intervening petition in action against the company-procedurereceiver-employing counsel.

Farwell v. Great Western Tel. Co., 161 Ill. 522. Section 25-action by stockholder and creditor to wind up corporation that had ceased doing business.

Butler Paper Co. v. Robbins, et al., 151 III. 588. Insolvency exists when a corporation is unable to pay its debts when due.

Atwater v. Amer. Ex. Bank, 152 111. 605 (612).

Dissolution by a court of equity can be had under Section 25 of Corporation Act, only.

Chicago Steel Works vs. Ill. Steel Co., 153 Ill. 9 (17). Section 25, second clause, “on good cause shown,” is intended to authorize the court to give relief only on pleadings that are within the statute.

Wheeler v. Pullman I. & S. Co., 143 Ill. 197 (206). Dissolution under Section 25, Chapter 32, is for the benefit of creditors. The court may dissolve the corporation and close up its affairs. Attorney-General may not act under Section 25.

Hunt v. LeGrand Roller Skating Co., 153 Ill. 118 (120). Section 25 is a proper exercise of legislative authority.

Wheeler v. Pullman I. & S. Co., 153 Ill. 197 (206). Dissolution—"good cause" for, considered and construed.

Wheeler v. Pullman I. & S. Co., 143 Ill. 197 (206).

Proceedings under Section 25 to dissolve and wind up.

Commercial Nat. Bank v. Burch, 141 I11. 519. Dissolution may be decreed in suit by creditors bill to reach unpaid subscriptions—when.

Alling v. Wenzel, 133 Ill. 265 (277). Dissolution under Section 25 will be declared when corporation ceases doing business leaving unpaid debts.

St. L. & S. C. & M. Co. v. Sandoval C. & M. Co., 116 111. 170.

In general.

Part payment in advance for goods by a factor, on condition he will pay himself from sales, is not an indebtedness against the company under Section 16, Corporation Act.

Lewis v. Montgomery, 145 111. 30 (38). Dissolution under the common law cannot be had by an individual. The State must be joined as party complainant to forfeit charter by quo warranto-rules as to.

Hunt v. LeGrand Roller Skating Co., 143 Ill. 118 (121).

Wheeler v. Pullman I. & S. Co., 143 Ill. 197. A sale of its charter by a corporation works a dissolution of the company as though it had been surrendered to the State.

Snell v. City of Chicago, 133 Ill. 413. Dissolution does not result from the mere fact that the corporation disposes of all its assets and property.

Reichwald v. Commercial Hotel Co., 106 III. 439.




It is a general principle of corporate law that a corporation may make or hold notes, mortgages, bonds, deeds and other instruments. Authority to authorize the making of such instruments rests with the board of directors. This discretionary judgment of the board cannot be delegated to the officers.

All deeds, mortgages, bonds and other papers must be signed by the president and secretary or by such officers as are authorized to sign by the by-laws or by resolution of the board. The seal is affixed by the secretary. The signing of instruments is presumed to be under authority and to be properly signed until evidence is produced showing they are wrongfully signed or without authority.

Indorsements of checks, notes, etc., received in the course of business are by the president unless by-law or resolution directs otherwise.

The acceptance of deeds or grants of any kind should be by resolution of the board, but may be accomplished by receiving the benefits of the grant without formal acceptance.

For forms of Deeds–Form No. 24.
For forms of Notes-Form No. 56.
For forms of Mortgages-Form No. 28.
For forms of Acknowledgments-Form No. 24.
For forms of Bonds-Forms Nos. 20-21.
For forms of Checks-Form No. 56.
For forms of Leases-Form No. 27.

Authority as to.

Authority is presumed where instruments are executed in the name of the company and sealed with corporate seal.

McDonald v. Chisholm, 131 Ill. 275 (281).

Notes and suretyship.

Authority of corporate agent to endorse commercial paper -rule as to-power to collect debts not sufficient.

Jackson Paper Mfg. Co. v. Commercial Nat. Bank, 199 111. 151. When a note signed by the corporation and its general manager is the note of the company alone.

William v. Harris, 198 111. 501. A corporate note duly signed and bearing the corporate seal binds the corporation, although the word “I” appears in the body of the note.

Williams v. Harris, 198 Ill. 501. Commercial corporations are not authorized to stand as surety on notes or otherwise, for the debt of an individual. It would be ultra vires and void.

Wheeler, Assignee, v. Home S. & S. Bank, 188 Ill. 34. Note of corporation and judgment held obtained by fraud and collusion.

Peabody, Receiver, v. Waterworks Co., 184 I11. 625. Judgment note of a corporation signed by the president and in the name of and under the seal of the corporation is prima facie a corporate note.

Anderson Transfer Co. v. Fuller, 174 Ill. 221. A note made by the treasurer of a corporation without authority, but guaranteed in writing by a third party and discounted by a bank, is good as against the guarantor when held by an innocent purchaser from the bank.

Holm v. Jamieson, 173 Ill. 295. A note made by the treasurer of a corporation without authority, but guaranteed in writing by a third party and dis

counted by a bank, is good as against the guarantor when held by a ninnocent purchaser from the bank.

Holm v. Jamieson, 173 Ill. 295. General manager authorized by by-laws to make contracts for goods, sign notes, drafts, etc., as to proper corporate debts, is not empowered to sign as guarantor of a note.

Dobson v. More, 164 Ill. 110 (114). An endorsee receiving commercial paper in good faith, without knowledge and before maturity, will be protected in his rights.

Kavanagh v. Bank of America, 239 111. 404. Judgment note signed by manager in course of business is presumed to be authorized, though no authority by resolution is shown.

Atwater v. Amer. Ex. Bank, 152 Ill. 605 (619). Unauthorized confession of judgment becomes binding where known and acquiesced in by corporate officials.

Atwater v. Amer. Ex. Bank, 152 Ill. 605 (620). Confession of judgment on note in which a director is interested is fraudulent, where note was made after insolvency.

Atwater v. Amer. Ex. Bank, 152 Ill. 605. Corporations are privileged to plead usury in action to collect on notes, same as individuals; except as to enforcing forfeiture of principal.

U. N. Bank of C. v. L. N. A. & C. Ry. Co., 145 Ill. 209. Promissory notes may be executed by the president and secretary the same as a bona fide debt in good faith, although they have no direct authority-when.

Matson v. Alley, 141 I11. 284. Where corporate notes have been frequently given by the president and secretary, and known by the board of directors, they will be presumed to have been authorized.

Burch v. West, 134 Ill. 258 (267). Where a note was made out but the corporate name not

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