Ramsey v. Peoria Marine & Fire Insurance

Citations

• 55 Ill. 311

Syllabus

<p>1. Corporation—when its corporate existence must he proven. In an action by a private corporation upon a promissory note given upon a subscription to the capital stock of the company, it is held, that under the plea •of nul tid corporation, it devolved upon the plaintiff to prove its corporate character, by the production of its charter, and proof of user under it.</p> <p>2. Same—proof of user. In such case, the charter being produced, and the note in suit, the latter would establish user under the charter.</p> <p>3. Same—who may question the fact as to its organization. A party who has contracted with a corporation de facto, is never permitted to allege any defect in its organization as affecting its capacity to contract or sue; but all such objections, if valid, are only available on behalf of the sovereign power of the State.</p> <p>4 So in an action in the name of an insurance company, suing as a corporation, upon a promissory note executed to the company upon a subscription to its capital stock, it appeared the defendant was one of the original subscribers to such capital stock, and as such, had been elected and served, as one of the directors of the company: Held, these facts precluded him from making the objection, that the plaintiff had failed to prove a legal organization.</p> <p>5. Consideration—note given on subscription to stock. A party who was au original subscriber to the capital stock of an insurance company, and gave his note therefor, afterwards transferred his stock to a third person, the note of the latter, to the company, being substituted for that of the former. Subsequently the stock was transferred back to the original owner, he, in turn, substituting his own note for that given to the company on the first transfer. In an action by the company upon such last mentioned note, it was held, tire maker thereof could be regarded in no other light than as an original subscriber, the transfers of the stock being merely colorable, and he could not