Lemmon v. East Palestine Rubber Co.

Citations

• 260 Pa. 28
• 103 A. 510
• 1918 Pa. LEXIS 463

Syllabus

<p>Corporations — Contracts—Entire or divisible — Sale of stoclc — Payment — Consideration—Agreement to obtain purchaser for subscriber's holdings — Breach—Suit against corporation — Defenses— Ultra vires — Estoppel.</p> <p>1. A principal cannot avail himself of the benefits of an agent’s act, and at the same time repudiate his authority.</p> <p>2. A corporation may not avail itself even of ultra vires as a defense where .a contract has been entered into and executed' in good faith by the other party and the corporation has received the benefit of the performance'.</p> <p>3. Where a subscription to the capital stock of a corporation was made .upon the faith of a guarantee of the corporation signed by the treasurer on its behalf, that it would furnish the subscriber with a buyer for the stock within six months, if desired, at a price to net the subscriber a profit of $2.50 per share, and the subscriber paid the company for the stock, the company was liable at the expiration of six months, upon its failure to furnish a purchaser for the stock upon request, in accordance with the agreement, and the defense that the contract was ultra vires and that the treasurer was not authorized to make such a contract was without merit.</p>