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PLEADING AND PRACTICE AS TO CORPORATIONS.

IN GENERAL.
APPEALS AND WRIT OF ERROR.

In general.

A plea denying defendant is a corporation is a plea in abatement, and must show why defendant is not a corporation, and disclose the nature of the association, in order that plaintiff may amend his declaration.

Keokuk & H. Bridge Co. v. Wetzel, 228 Ill. 253. The plea nul tiel corporation, in that it denied the defendant is or was a corporation, must be filed before a change of venue is taken, or general issued filed.

Keokuk & H. Bridge Co. v. Wetzel, 228 Ill. 253.
A plea denying plaintiff is a corporation is a plea in bar.

Keokuk & H. Bridge Co. v. Wetzel, 228 Ill. 253. The general issue waives a plea of nul tiel corporation (a plea in abatement) filed by defendant at the same time, as the pleas are inconsistent.

Keokuk & H. Bridge Co. v. Wetzel, 228 Ill. 253. An admission by a railroad company in its answer to a bill, that land in controversy is part of a street, is binding on the company.

C. R. I. & P. Ry. Co. v. People, 222 Ill. 427. Subpoena duces tecum will be allowed to bring corporation books into court in an action involving a contract of indemnity, where such contract permits an examination of such books.

Swedish Am. Tel. Co. v. Fidelity & Casualty Co., 208 Ill. 562.

It is improper to join a village as defendant in an action against a telephone company, when the village trustees are stockholders in said company.

Village of London Mills v. White, 208 Ill. 289. Where the right to occupy a street for a railroad has terminated, a mortgagee of a leasehold interest in the railroad is not a necessary party to an action to remove the tracks as a nuisance.

Suburban R. R. Co. v. City of Chicago, 204 Ill. 306. The omission of the words "of Hartford" after lessor's name and "of the City of Chicago, Cook Co., I11.," after name of lessee, is unimportant.

West Side Auction House Co. v. Conn. Ins. Co., 186 III. 156.

Appeals and writ of error.

Appeal to Supreme Court lies when dissolution of a corporation may result-when.

Bixler v. Summerfield, 195 14. 147. Writ of error may be had by a corporation, after its dissolution, at any time within five years of judgment. Section 12, Corporation Act.

Singer & T. Co. v. Hutchinson, 176 Ill. 48. Procedure on reversal of a judgment of condemnation without remanding-withdrawal of deposit made pending decision on appeal.

Ligare v. C. M. & N. Ry. Co., 160 Ill. 530.

POWERS OF CORPORATIONS.

ASSUMING WITHOUT AUTHORITY-STATUTE.
As to REAL ESTATE_STATUTE.
LAW AS TO IN GENERAL.
To Act as TRUSTEE-STATUTE.

Assuming Corporate Powers.

§ 18. If any person or persons being, or pretending to be, an officer or agent, or board of directors, of any stock corporation, or pretended stock corporation, shall assume to exercise corporate powers, or use the name of any such corporation, or pretended corporation, without complying with the provisions of this act, before all stock named in the articles of incorporation shall be subscribed in good faith, then they shall be jointly and severally liable for all debts and liabilities made by them, and contracted in the name of such corporation, or pretended corporation. (Chapter 32.)

Section 18 of the Corporation Act makes all persons assuming to exercise corporate powers liable for all debts and liabilities of such alleged corporation.

Gay v. Kohlsaat, 223 III. 260.

As to real estate.

§ 5. Corporations formed under this act shall be bodies corporate and politic for the period for which they are organized; may sue and be sued; may have a common seal, which they may alter or renew at pleasure; may own, possess and enjoy so much real and personal estate as shall be necessary for the transaction of their business, and may sell and dispose of the same when not required for the uses of the corporation. They may borrow money at legal rates of interest, and pledge their property, both real and personal, to secure the payment

ereof; and may have and exercise all the powers necessary and requisite to carry into effect the objects for which they may be formed: Provided, however, That all real estate so acquired in satisfaction of any liability, or indebtedness, unless

the same may be necessary and suitable for the business of such corporation, shall be offered at public auction at least once every year, at the door of the courthouse of the county wherein the same be situated, or on the premises so to be sold, after giving notice thereof for at least four consecutive weeks in some newspaper of general circulation published in said county; and if there be no such newspaper published therein, then in the nearest adjacent county where such newspaper is published; and said real estate shall be sold whenever the price offered for it is not less than the claim of such corporation, including all interest, costs and other expenses: And provided, further, That in case such corporation shall not, within such period of five years, sell such land either at public or private sale, as aforesaid, it shall be the duty of the State's Attorney to proceed by information in the name of the People of the State of Illinois, against such corporation, in the Circuit Court of the county within which such lands, so neglected to be sold, shall be situated, and such court shall have jurisdiction to hear and determine the fact, and to order the sale of such land or real estate at such time and place, subject to such rules as the court shall establish. The court shall tax, as the fees of the State's Attorney, such sum as shall be reasonable; and the proceeds of such sale, after deducting the said fees and costs of proceedings, shall be paid over to such corporation. The provisions of this section shall apply to and be binding upon all corporations now existing by virtue of any special charter granted by this State. (As amended by act approved June 5, 1889. In force July 1, 1889. L. 1889, p. 93; Legal News Ed., p. 70.

Law in general.

Corporations may exercise only such powers as are expressly granted by charter or are necessary to carry such express powers into effect.

People v. I. C. R. R. Co., 233 Ill. 378.
Best Brig Co. v. Klassen, 185 III. 37.
People v. Pullman Co., 175 Ill. 125 (136).

Ill. Health Univ. v. People, 166 Ill. 171. Corporations are by their charter powers authorized to adopt a by-law providing for the expulsion of members under

stated conditions, and to adopt any by-laws not inconsistent with State or Federal law.

Allen v. Chicago Undertakers' Ass'n, 232 Ill. 458. The fact that articles of association are for the organization of a street railroad, but the corporation is, in fact, organized under the Railroad Act, does not change the nature of the corporation. The charter controls and determines its nature.

Bradley Mfg. Co. v. Traction Co., 229 I11. 170. A corporation has power to amend its charter by resolution duly passed at an annual meeting, so as to correct a mistake therein.

Bradley Mfg. Co. v. Traction Co., 229 111. 170. The purchase of stock of one corporation by another for the purpose of controlling such corporation and preventing competition is ultra vires and void absolutely.

Dunbar v. A. T. & T. Co., 224 Ill. 9. A corporation organized to build a summer hotel and develop mineral springs is not authorized to sell real estate, and a certificate issued by the directors allowing purchases of lots for the use of such springs, a lake and adjacent grounds, is of no force, and does not bind the corporation, even though it derived a profit from the sale.

Stacy v. Glen Ellyn Hotel Co., 223 Ill. 546. A brewing company is authorized to loan money to a retail dealer to erect a building in which he agrees to sell only the beer of such brewing company. The defense of ultra vires does not apply in suit to foreclose the mortgage.

Kraft v. West Side Brwg. Co., 219 III. 205. A guaranty company which demands the immediate removal of an employe on a threat of canceling the employer's guaranty policy, acts outside its rights, where notice is required before cancellation.

London Guaranty and Account Co. v. Horn, 206 III. 492.

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