People v. Montecito Water Co.

Citations

• 97 Cal. 276
• 32 P. 236
• 1893 Cal. LEXIS 530

Syllabus

<p>Quo Warranto — Usurpation of Corporate Franchise — Parties — Corporation de Facto — Pleading — Estoppel. — In a proceeding by the state in the nature of a quo warranto to deprive a corporation de facto of its corporate charter and procure its dissolution on the ground of a want of substantial compliance with the statutory requirements in its formation, the corporation de facto is a necessary party, and making it such, with the averment that it is a corporation defacto, but not dejure, does not estop the state from questioning its corporate character.</p> <p>Id. — Formation of Corporation — Compliance .with Statute. — The right to be a corporation is a franchise, to acquire which the prescribed statutory conditions for the formation of the corporation must be substantially complied with, without the omission of any requirement, l though a substantial rather than a literal compliance with each provision of the statute will suffice.</p> <p>Id. —Articles of Corporation — Insufficient Acknowledgment. —The requirement of section 292 of the Civil Code, that articles of incorporation must be subscribed and acknowledged by five or more persons, is a condition precedent to a valid incorporation; and the acknowledgment of the articles by only four of the incorporators renders the articles fatally defective, as against the state, and a proceeding in quo warranto may be instituted by the state to dissolve such corporation.</p>