Armour v. E. Bement's Sons

Citations

• 123 F. 56
• 62 C.C.A. 142
• 1903 U.S. App. LEXIS 3969

Syllabus

<p>1. Corporations—Reorganization—Identity of Old and New Corporations.</p> <p>A new corporation, regularly organized by the officers and stockholders of an existing corporation for the purpose of acquiring its property and assets, and which does acquire the same by purchase at judicial sales, cannot be treated as a continuance of the old corporation, and liable at law for its debts, whatever may be its liability in equity to creditors of the old corporation in respect to the property, if fraud is shown in the transfers.</p> <p>2. Same—Legality of Organization—Collateral Attack.</p> <p>The legality of the organization of a corporation cannot be attacked collaterally in a private suit against it, but only in a direct action by the state.</p> <p>¶ 1. See Corporations, vol. 12, Cent. Dig. § 2316.</p>