Shellenberger v. Patterson

Citations

• 168 Pa. 30
• 31 A. 943
• 1895 Pa. LEXIS 753

Syllabus

<p>Railroads — Stook subscription — Estoppel.</p> <p>Where a stock subscription is made by an agent of a railroad company for the purpose of obtaining a loan from a third party, and such subscription is recognized by the stockholders and directors of the company, who accept the loan with a knowledge of such subscription, and presumably with a knowledge that without such subscription the loan would have been invalid and contrary to law, the stockholders and directors of the company are estopped from asserting that the subscription is invalid because not made in writing and in the prescribed form.</p> <p>Where a person has subscribed to the unissued stock of a corporation, Which corporation has accepted the subscription without offering to allot such stock, amongst the stockholders, a stockholder has no remedy in equity to compel the issue of any portion of such stock to himself, or to have the subscription of the one who subscribed to the stock declared invalid. If injured, he has his remedy at law to recover damages fo.' such injury.</p> <p>It seems that in such a case a stockholder cannot complain where it appears that no stockholder offered to take or was willing to take the stock at par, or that it would have sold for more.</p> <p>Corporations — Acts of officers defacto.</p> <p>Acts of officers de facto of a corporation are not valid when such acts are for their own benefit, because they cannot take advantage of their own want of title, of which they must be cognizant. It is only where it is for the benefit of strangers, or the public, who are presumed to be ignorant of such defects of title, that their acts are good.</p>