Bushnell v. Consolidated Ice Machine Co.

Citations

• 138 Ill. 67
• 27 N.E. 596

Syllabus

<p>1. Corporation—neglect to record final certificate—bill by corporator to have members declared partners. Where a corporator, upon the issue of the certificate of complete organization of his corporation, was elected its secretary and general agent, and acted as such for some months before he was disabled by sickness, and upon his recovery1 recognized the corporation, and sought to be restored to his former rights therein which had been lost, it was held, that he could not maintain a bill to have the members of the corporation declared partners, and required to account with him, on the ground of a failure to have the final certificate of incorporation recorded in the recorder’s office.</p> <p>2. Same—attempt to organize—corporation de facto. Where there is an honest attempt of corporators to organize a corporation under the laws of this State, and all the necessary steps to perfect its organization have been taken except that the final certificate thereof is not recorded in the office of the recorder of deeds of the proper county, and the directors, upon the issue of such certificate, elected the necessary officers and proceeded to the transaction of business as a corporate body, these facts will establish a corporation de facto.</p> <p>3. Same—de facto—can not be questioned collaterally. It is a general rule, that one who deals with a corporation as existing de facto, is es-topped to deny, as against it, that it has been legally organized. It is the settled rule in this State that the legal existence of a corporation de facto can not be. questioned collaterally.</p> <p>4. Same—partners organizing—failure to comply with law—liability. Where partners attempting to organize a corporation fail to comply with the law so as to create the corporation, they may be held liable as partners to creditors. This liability rests on estoppel. When, however, even a creditor has dealt with the corporation as such, a partnership liability can not be enforced, though the corporation