Hall v. West Chester Publishing Co.

Citations

• 180 Pa. 561
• 37 A. 106
• 1897 Pa. LEXIS 961

Syllabus

<p>Corporations — Directors—Defacto officers — Confession of judgment.</p> <p>A judgment confessed by a corporation for a valid debt will not be stricken off because the confession of judgment was not authorized by a board of directors duly elected by the stockholders, where it appears that all of the stockholders were director’s, and that vacancies in the board of directors had been filled as they occurred, at directors’ meetings.</p> <p>The number of the directors of a corporation was three. At a meeting at which all of the stockholders were present, the number was increased to five. After this meeting all of the stockholders were directors, and vacancies in the board of directors were filled at the directors’ meeting. The board of directors as thus constituted confessed judgment to a person to whom the corporation was lawfully indebted. One of the directors who had served as a director since 1891, under an election not more regular than his associates on the board, petitioned the court to strike off the judgment. Held, (1) that the petitioner had no standing to object to the title of the other directors to their offices, or to allege that their action in confessing the judgment was illegal.</p> <p>Judgment — Striking off judgment — Practice—Corporation.</p> <p>A motion to set aside or strike off a judgment must be on the ground of irregularity appearing on the face of the record; amotion to open it is an appeal to the equitable power of the court to let the defendant into a defense.</p> <p>A judgment creditor of a corporation has no standing to ask that a judgment confessed by the corporation, and regular upon its face, shall be stricken off.</p> <p>A judgment confessed by a corporation for a valid debt, and regular on its face, will not be stricken off because the corporation is insolvent.</p>