Corwith v. Culver

Citations

• 69 Ill. 502

Syllabus

<p>1. Corporation—-facts sufficient to show a pcurty to he a stockholder. In a suit to charge one as a stockholder, under section 9 of the act of Feb. 18, 1857, it appeared that no certificate of stock was ever issued to the defendant; that at the first meeting of the company he signed a paper, with others, by which he agreed to take $5000 stock; that he acted as president of the company, and, while so acting, admitted to several persons that he had an interest in the company to the extent of $4000 or $5000: Held, that the facts showed the defendant to be a stockholder, so far as the rights of creditors were concerned, and that a certificate of stock was not necessary to constitute him a stockholder.</p> <p>2. Subscription—delivery. Where the defendant, who had signed a paper agreeing to take a certain sum in the stock of a private corporation, retained the same in his possession, hut it was produced frequently at the meetings of the directors, and treated as a subscription, the defendant being the president of the company, it w-as held, that such retention by him, as the chief officer of the company, could not have the effect to show that he never became a stockholder, as against a creditor of the company.</p> <p>3. Evidence—parol, to vary written subscription. Where a subscription of a party to the capital stock of a private corporation is absolute on its face, parol evidence is inadmissible to show that the subscription depended upon a condition. Such a condition would be a fraud upon the other subscribers.</p> <p>4. Estoppel—to deny power of corporation to act. Where a party acted as the president of a private corporation, and held it out to the world as legally organized and acting, although, in fact, the whole of its capital stock was never subscribed, it was held, that when sought to be charged as a stockholder by a creditor of the company, he was estopped from setting up such fact for the purpose of showing that, the company could not exercise the functions