Logan v. McAllister

Citations

• 2 Del. Ch. 176

Syllabus

<p>An express acceptance of an act of incorporation is not essential to the corporate existence, unless required by the act. An acceptance is implied from an organization of the corporators and the exercise of corporate powers.</p> <p>An act incorporating, without condition, persons already associated in business, having been granted on application, and ascertaining the corporators, vests the franchise immediately, subject only to such acceptance as is shewn by the exercise of the franchise.</p> <p>An act was passed, upon the application of W. Y., incorporating “ W. Y. and his associates,” as the Rockland Manufacturing Company on the Brandywine ; also, appointing directors and providing for their succession. The business had previously been carried on by the firm of W. Y., Son & Co. Soon after the passage of the act the partnership was dissolved, public notice given that the business would thereafter be carried on by the Rockland Manufacturing Company, new books were opened, a corporate seal procured, business conducted in the corporate name, the capital transferred on the books; and the real estate of W. Y., used in the business, was agreed to be taken at a valuation. After the death of W. Y., without having conveyed the real estate, the same was conveyed by trustees, under the direction of his will, to the Rock-land Manufacturing Company as a corporation. Held, that the corporate existence was sufficiently established, and that title to the real estate vested in the Rockland Manufacturing Company as a corporation.</p>