McCarthy v. Lavasche

Citations

• 89 Ill. 270

Syllabus

<p>1. Estoppel—to urge unconstitutionality of charter of corporation. Stockholders who subscribe and organize a corporation under a charter, and reap the benefits of the law, and thereby induce persons to credit the corporation, or make deposits on the faith of its being legally organized, and of the individual liability of its members, will be estopped from alleging that the charter is unconstitutional as a means of avoiding their personal liability as fixed by such charter.</p> <p>2. Same—acts misleading another. A person doing an act or making a statement which misleads another to his injury, will not be permitted to question the act or the truth of the statement, as against such other person.</p> <p>3. Corporation—attaching its legality collaterally. The legality of an incorporation can not be attacked collaterally; and a stockholder, when sued to enforce his individual liability to a creditor of the corporation, is estopped from denying the legality of its organization.</p> <p>4. Same—liability of stockholders to creditors. Where persons become stockholders of a corporation, even under a charter repugnant to the organic law, which makes them liable for double the amount of their stock, it will operate as an agreement by each to become liable to creditors of the corporation according to the terms of the charter, and they can not escape individual liability because of the unconstitutionality of the charter, and the creditor may enforce such liability by suit in his own name.</p> <p>5. Remedy—when at law. Where a statute creates a legal right or liability, and does not determine the forum in which the remedy shall be sought, the remedy will be at law.</p> <p>6. Same—against stockholders of corporation. Where a charter of a corporation provides that “each stockholder shall be liable to double the amount of stock held or owned by him,” this will give a creditor of the corporation a right of action in his own name and at law, against any stockholder, for the recovery