Perkins v. Merchants & Farmers Bank

Citations

• 103 Miss. 179
• 60 So. 131

Syllabus

<p>1. Corporations. Stock subscriptions. Defenses. Waiver.</p> <p>A subscription contract obtained by fraudulent representations may cease to be voidable and may become absolutely binding by acts of ratification. Any act of the subscriber, inconsistent with an intention to disaffirm the contract, will constitute a ratification of the subscription and a waiver of the right to avoid it by reason of fraud, provided the subscriber knew of the fraud, at the time of such ratifying act.</p> <p>2. Same.</p> <p>A participating in the meetings of the company and voting shares by proxy would amount to a ratification under such circumstances.</p> <p>3. Corporations. Stock subscriptions. Defense to notes. Failure to incorporate.</p> <p>Where a party subscribed for stock in a corporation and gave his notes therefor and participated by proxy in the meetings of the company, after full knowledge of any fraud which may have been practiced upon him in obtaining his subscription, he cannot defend a suit on his note on the ground that the incorporation of the company was not perfected in the state of the company’s domicile, where the company actually engaged in business in that state.</p>