Zearfoss v. Farmers & Mechanics Institute

Citations

• 154 Pa. 449
• 26 A. 210
• 1893 Pa. LEXIS 911

Syllabus

<p>Corporations — Contracts made by defacto officers.</p> <p>A corporation may act by moans oi officers de facto as fully and effectually as regards the public and third persons as by officers de jure, in all matters within the scope of the corporation’s ordinary business ; and there is no distinction in this respect between de facto officers of public corporations, and de facto officers of private corporations.</p> <p>Directors of a corporation were ousted from their office by a decree of the court upon the ground of the illegality of their election. During the time they acted as directors they had control of the books of the company and of its property, real and personal. They made contracts for the erection of a building for a fair held under the auspices of the company, and offered premiums to exhibitors. Held, that the corporation was liable on the contracts and for the premiums.</p>