Boyd v. American Carbon Black Co.

Citations

• 182 Pa. 206
• 37 A. 937
• 1897 Pa. LEXIS 793

Syllabus

<p>Corporation — Executed contract — Ultra vires.</p> <p>-A- corporation may not avail itself of the defense of ultra vires when a contract which it has entered into has been in good faith fully performed by the other party, and the corporation has had the full benefit of the performance of the contract.</p> <p>Corporation — Partnership—Illegal contract — Executed contract — Ultra vires — Equity.</p> <p>While a contract of partnership between a corporation and an. individual is ultra vires as to the corporation, yet if the contract has been executed, and the corporation has received the benefit of the contract, it will be required in equity to account to the other party for what is due him under the contract.</p> <p>Corporation — Stockholder—Partnership—Ultra vires — Executed contract —Equity—Adequate remedy — Accounting—Parties.</p> <p>A stockholder and director of a corporation filed a bill in equity against the corporation to have certain agreements between himself and the corporation, and one between the corporation and another corporation declared void, and also for an accounting in certain partnership transactions between himself and the corporation. Held, (1) that while the fact that plaintiff was a stockholder and director in the corporation conferred no authority on the corporation to defraud him in partnership transactions with itself, neither did that fact confer on him authority, in the issue raised by the bill, to assert his rights as a stockholder; (2) that on such a bill contracts between the corporation and other parties alleged to be injurious to the stockholders could not be considered; (3) that as the remedy at law would have been cumbersome, inconvenient and inadequate, equity will entertain jurisdiction of the bill.</p>