Shafer v. Spruks

Citations

• 225 F. 480
• 140 C.C.A. 504
• 1913 U.S. App. LEXIS 1932

Syllabus

<p>1. Equity <§=>66—Maxims—Doing Equity.</p> <p>He who seeks equity must do equity.</p> <p>[Ed. Note.—For other cases, see Equity, Cent. Dig. §§ 188-190; Dee. Dig. <§=>66.]</p> <p>2. Corporations <§=>477—Bond Issue—Ultra Vires.</p> <p>Where the stockholders of a corporation authorized the directors to arrange the details and to secure a loan by bonds and a mortgage on the property of the company, and the directors authorized, the executive committee to have proper papers drawn and executed for the bonding of the company and to secure the mortgage and bonds, the provision made by the committee for a lien upon the company’s after-acquired property was not, as a matter of law, an unwarranted act, instead of a discretionary detail.</p> <p>[Ed. Note.—For other cases, see Corporations, Cent. Dig. §§ 1857-1863, 1865-1869; Dec. Dig. <§=>477.]</p> <p>3. Corporations <§=»426—Bond Issue—Estoppel to Set up Ultra Vires.</p> <p>Assuming that the act of the executive'committee of a corporation in providing that a mortgage should be a lien upon its after-acquired property was .unwarranted, the corporation which received the bonds reciting such lien from the trustee-mortgagee, negotiated them at par, paid the interest coupons, and used the proceeds for the payment of a debt to one of its officers, who ten years later borrowed from a bank upon the bonds as collateral, was equitably estopped as against such bank .from averring a want of authority to create the lien on the after-acquired property, and had no standing in a court of equity to remove the cloud of such lien from after-acquired property.</p> <p>[Ed. Note.—For other cases, see Corporations, Cent. Dig. §§ 1596, 1702-1704, 1707,'1708, 171CH716; Dee. Dig. <§=>426.]</p> <p>@^>For other cases see same topic & KEY-NUMBER in all Key-Numbered Digests & Indexes</p>