Denver Engineering Works Co. v. Elkins

Citations

• 179 F. 922
• 1909 U.S. App. LEXIS 5809

Syllabus

<p>1. Corporations (§ 398*) — Corporate Acts — Acts of Stockholders.</p> <p>Stockholders of a corporation cannot enter into contracts with third persons binding on the corporation, which can act only through its directors.</p> <p>[Ed. Note. — For other cases, see Corporations, Cent. Dig. §§ 1593-1594; Dec. Dig. § 398.*]</p> <p>2. Sales (I 384*) — Contract—Breach—Damages.</p> <p>Where a purchaser of a part of the property of a corporation failed or refused .to carry out the contract, so that the corporation still retained the property sold, the purchaser was liable to the corporation, not for the price he (had agreed to pay, but for damages for breach of contract consisting in the difference in the value between the property and the contract price.</p> <p>[Ed. Note. — For other cases, see Sales, Cent. Dig. § 1098; Dec. Dig. § 384.*]</p> <p>3. Assignments (§ 89*) — For Collection.</p> <p>M., having contracted to purchase part of the property of a corporation indebted to plaintiff, and desiring to use such debt in settlement of the purchase price, obtained from plaintiff without consideration an assignment of its claim against the corporation, which agreed to accept plaintiff’s claim in part payment. The contract of sale, however, was never carried out by reason of the .purchaser’s default, and thereafter, notwithstanding the corporation’s insolvency, the claim was reassigned to plaintiff. Held, that the original assignment to M. was for collection only, and hence, on the sale not being consummated, the corporation’s agreement to accept the claim in part payment of the price did not eon'stitute a satisfaction of plaintiff’s claim.</p> <p>[Ed. Note. — For other cases, see Assignments, Cent. Dig. § 137; Dec. Dig. § 89.*]</p> <p>4. Principal and Surety (§ 102*) — Assignment of Claim — Discharge of Surety.</p> <p>Assignment of a claim against a corporation to a purchaser of a part of its assets for collection only, to be used as a payment of part of the price, but which wa