Guckert v. Hacke

Citations

• 159 Pa. 303
• 28 A. 249
• 1893 Pa. LEXIS 1511

Syllabus

<p>Corporations — Defective organization — Individual liability.</p> <p>As exemption from personal liability is one of the chief characteristics distinguishing corporations from partnerships and unincorporated joint stock companies, incorporators who transact business upon the strength of an organization which immaterially defective are individually liable, as partners, to those with whom they have dealt.</p> <p>Recording certificate — Notice—Act of April 29, 1874.</p> <p>Failure to recorc[ the certificate of incorporation “ in the office for the recording of deeds in and for the county where the chief operations are to be carried on,” as required by the act of April 29, 1874, P. L. 77, will render the incorporators personally liable to persons who deal with them without knowledge of the incorporation.</p> <p>Estoppel — Acceptance of note — Inquiry.</p> <p>In such case, the mere acceptance of a note from the incorporators, in the corporate name, after the party dealing with them has performed his part of the contract, cannot operate by way of election or estoppel. The relation of the parties was fixed by their status when the original contract was made, and cannot be changed by gratuitous inference.</p> <p>Although a plaintiff, by dealing with defendants as a corporation, may estop himself from claiming against them in any other capacity, even though they failed to record their charter (Spain- v. Bank, 94 Pa. 429), yet a plaintiff to be estopped must have knowledge of the existence of the charter, or there must be something to put him on inquiry. There is nothing in an ordinary partnership name, such as the Hughes & Gawthrop Co., to put one on inquiry.,</p>