Cyclopedia of the Law of Private Corporations, Հատոր 4

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Officers or agents other than directors
3398
Stockholders
3399
Withdrawal by the other party before ratification
3402
Time for
3403
When particular form or mode of authority is necessary
3404
Silence or acquiescence as ratificationGeneral rules
3405
Applications of rules
3408
Retention of agent as ratification
3410
Time within which to disaffirm
3411
Recognition or adoption of act or contract by affirmative acts as rati ficationIn general
3418
Payments by corporation
3421
Bringing suit
3422
Presumptions
3423
Burden of proof
3424
Effect of ratificationGeneral rules
3425
Ratification of part
3427
Estoppel of officers agents or stockholders
3428
Applicability of rules governing where principal not a corporation
3429
General statement of rule as applied to corporations
3430
Notice to corporate officers or agents as distinguished from their knowledge
3434
Necessity for existence of agency
3437
PAGE
3439
Further classification
3441
Applications of rule
3443
Qualification of rule where agent subsequently acts in regard to matter concerning which he obtained knowledge outside the scope of his duties
3444
Time of obtaining knowledge or receiving notice General rules
3446
Necessity that knowledge be obtained while acting in particular transaction
3447
Knowledge acquired before creation of agency
3448
Knowledge acquired after termination of agency
3450
Constructive notice to officer or agent as equivalent to actual knowl edge or notice
3451
Who may rely on noticePerson in collusion with officer or agent
3452
Right of officer or agent to rely on his own knowledge of his own act as notice to corporation
3453
Application of general rules to particular officers agents or other personsIn general
3454
Director or directors
3458
Officer who is in effect the corporation
3462
President
3463
Cashier and inferior officers or agents of bank
3465
Traveling salesman
3467
Application of rules to knowledge of particular factsIn general
3469
Application to defeat claim that purchase was without notice
3470
Application of rules to establish negligence
3471
In actions on fidelity bond of officer or agent 2472
3472
Reasons for exception
3476
When interests of officer or agent are deemed adverse
3477
Joint interest as distinguished from adverse interest
3480
Interlocking officers
3484
Dealings between corporation and partnership of which officer is a member
3488
2250 Application of exception to independent frauds against the cor poration
3490
Qualification of exception where interested officer or agent is sole representative of corporation to whom notice is sought to be imputed
3492
Sale or discount of negotiable paper by director
3498
Qualification of exception in case of fraud perpetrated by officer upon third person for his own benefit but acting in official capacity
3501
Rule where act is ratified by corporation
3504
Stipulation against communication of knowledge
3505
Want of notice to particular officer as sufficient to show want of notice to corporation
3506
Directors and other officers as trustees or agentsGeneral rule
3507
Difference between directors and agents
3510
Double character of agent and trustee
3511
As dependent on whether court one of law or equity
3512
Importance of determining whether officer a trustee or an agent
3513
Relation to individual stockholders
3514
2271 Relation to creditors
3516
Duties and responsibilities arising from nature of office
3517
Right to urge fiduciary relation where corporation and officer in effect the same
3518
Estoppel to dispute title or set up adverse title
3519
Protection of trade secrets
3520
B Acquiring Adverse Title or Interests 2281 General rule
3521
Limitations of and exceptions to rule
3523
Illustrations of rulesIn general
3524
Obtaining assignment of corporate contract from other party thereto
3525
Renewal of lease or purchase of leased property
3526
Redemption from judicial sale
3527
In general
3528
Right to enforce for face of the debt
3529
After fiduciary relationship is terminated
3534
Always voidable where purchase a breach of trust or not in good faith
3536
View that purchase voidable regardless of fairness or good faith
3537
View that purchase not voidable where fair and in good faith 35 39
3539
Purchase to protect debt or rights of officer
3540
2296 Rule as affected by insolvency of corporation
3543
Where property sold by assignee or receiver
3544
Application of rules to tax sales
3545
Relief granted where sale subject to attack
3546
Limitations of ruleIn general
3553
Exception where corporation insolvent or unable to act
3554
Secrecy as essential element
3555
Good faith of officer or want of damage to corporation as immaterial
3556
Effect of acts being ultra vires
3557
Bribes or presents from third persons
3560
Right to patents or inventions
3561
2314 Compensation earned as receiver
3562
Miscellaneous applications of ruleIn general
3563
Sale of stock
3566
Loans
3568
Contracts of private persons to pay officers for services as such
3569
Security for or payment of debt
3570
Preferences after insolvency
3575
Estoppel of officers by reason of mismanagement
3576
Effect of statutes and bylaws
3577
General rules without reference to whether interested officer repre sents corporation or whether corporation represented by other officersIn general
3579
2333 Dealings as void or voidable
3580
Transaction as subject to careful scrutiny by courts
3581
Necessity that transaction be fair and not a breach of trust
3583
Effect of insolvency of corporation
3586
Dealings where officers adversely interested represent the corporation General considerations
3588
Dealings as voidable because of fiduciary relation
3589
Extent of interest as immaterial
3592
2343 Directors as to whom rule is applicable
3595
2346 Minority rule that transaction is voidable although fair and entered into in good faith
3596
Majority rule that contract or transaction is valid if fair and in good faith
3599
tionGeneral considerations
3604
Where interested officer presides at meeting of directors
3605
Where vote of interested officer necessary to make up a majority vote
3607
Where majority of directors deal with themselves
3609
Where presence of interested director necessary to make a quorum
3610
Where interested director dominates other directors
3611
Manner in which individual interest of officer is evidencedGeneral considerations
3612
Transactions between corporation and firm of which officer is a member
3614
Transaction between corporate officers as such and another corpora tion in which they are stockholders
3615
Contracts between corporation and subsidiary corporation
3617
Dealings between corporation and wife of officer
3618
Purchase of corporate property by director or other officer
3619
Sales by directors or other officers to corporation
3622
Leases by or to directors or other officers
3625
Loans to corporation
3626
Payment by officer of valid outstanding claims against the cor poration
3628
Loans by corporation to officers
3629
Compromise of claims
3630
Actions by directors or other officers against corporation
3631
Where common officer or officers act for both corporations 3034
3637
Where common directors are a minority and their votes not neces sary to creation of contract
3638
Application of rules to mere agents or officers other than directors
3639
Where common officer not director necessarily takes no part in the transaction
3640
Right to sue
3641
Presumptions
3642
Burden of proof
3643
Who may attack dealings between interested officers and corpora tionIn general
3644
Other party to contract
3645
Prior authorization at stockholders meeting
3647
Power of board of directors to ratify 3618
3648
Right of interested officers to vote as stockholders
3650
Effect of ratification
3651
Laches and estoppel of individual stockholders
3653
Return of consideration or payment for benefits received as condition precedent to the right to rescind
3655
GENERAL DUTIES AND LIABILITIES OF OFFICERS CONNECTED WITH MANAGE MENT OF CORPORATION A General Considerations 8 2...
3656
Duties and liabilities stated generally
3657
Liability of officers other than directors as compared with that of directors
3659
Liability as dependent upon injury to corporation
3660
Statutory liability as precluding commonlaw liability
3662
Where alleged officer has not been notified of election or accepted the office
3663
Where holding of office has been terminated
3664
Effect of illegality of election or ineligibility to become officer
3666
Right to sue as precluded by laches or estoppel
3667
Contracts inducing disregard of duties
3669
Liabilities as joint or several
3670
Where aet illegal or forbidden by statute
3672
Offer to do equity
3674
Commonlaw liability
3675
General illustrations of breach of duty
3676
Favoring part of stockholders
3677
Breach of duty in failure to warn company of contemplated misap propriation of funds of subsidiary company 3678
3678
Failure to devote all of time to corporate business
3679
Payment of overdrafts
3681
Acts Ultra Vires or Illegal or Beyond Authority of Particular Officer 2434 General rules
3682
Illustrations of general rules
3683
Reasonable care as immaterial
3685
Effect of ignorance or mistakeIn general
3686
Effect of acting without advice of counsel
3687
Negligence 2442 In general
3689
Negligence as question of fact
3692
Effect of officers receiving no compensation
3695
Rules as to directors as applicable to other officers
3697
Gross negligence as test
3698
Ordinary care as test
3700
or 2449 What constitutes ordinary reasonable careIn general
3701
Care required as that of ordinarily prudent men under similar circumstances
3704
Mistakes and errors of judgmentGeneral rule
3707
Limitations of rule
3709
Applications of rule to loans and investments
3710
Degree or amount of care as dependent upon kind of corporation
3711
Standard of diligence as that of business man rather than that of judge
3712
Particular acts as negligenceIn general 1
3713
Failure to keep property insured
3714
Honesty and good faith
3715
Nonresidence
3716
Want of experience or skill
3718
Agreement whereby director was not to be obliged to attend meetings
3719
E Liability of Directors or Other Officers for Acts of CoDirector or Other Officer 2472 General considerations
3721
Matters material to solution of questionIn general
3722
Liability as dependent upon lack of supervisionIn general
3723
Acts of directors in turning over or leaving entire business to others
3729
Isolated acts as distinguished from continuous misconduct
3731
2483 Absence on vacation
3732
Negligence in appointment of untrustworthy or incompetent officer
3733
Liability as terminated by going out of office
3734
Briggs v Spaulding
3736
Campbell v Watson
3739
Negligence as proximate cause
3741
Nonresident directors
3742
Directors who are mere figureheads
3744
Director who has been granted leave of absence
3745
Where erring director practically controls corporation
3746
Liability of officers not directors for acts of other officersIn general
3747
President
3748
F Fraud 2504 General rule
3750
G Misappropriation Conversion or Diversion of Corporate Assets 2505 General rules
3751
Effect of officer owning all or most of the stock
3752
Consent or ratification
3753
Benefit to officer as immaterial
3754
Sale or transfer of corporate assets
3755
Stock transactions
3756
Excessive salaries
3757
Freezing out former partner
3758
Payment of debts
3759
Question as one for jury
3760
Personal liability expressly agreed upon
3761
Personal liability as undisclosed agent for corporation
3762
Liability in case of pretended but nonexisting corporation
3763
Personal liability where officer exceeds his authorityGeneral rule
3764
Where other party to contract has knowledge or is chargeable with knowledge of want of power
3765
Remedy as on contract or on tort
3766
Personal liability where contract ultra vires
3767
Liability as dependent upon how officers sign contractIn general
3769
LIABILITY OF OFFICERS TO THIRD PERSONS FOR TORTS 2534 Scope of subdivision
3770
Statement of general rule
3771
36 Participation in tort as essential to liability
3772
Liability as joint and several
3776
Funds held in trust by the corporation
3777
Misapplication of proceeds of goods consigned for sale
3778
Issuance of spurious certificates of stock
3779
Fraudulent representations as to financial condition of companyIn general
3780
Concealment as fraud
3785
Liability as dependent on participation of officer sought to be held liable
3790
Contracting debt or receiving deposits with knowledge of insolvency
3794
Declaration of unearned dividend
3795
Wrongful declaration of only small dividend and increase of salaries
3796
Remedies for fraud
3797
Infringement
3798
Libel
3799
Malicious prosecution
3800
Nuisance
3802
Liability over where judgment recovered against corporation for tort of officer
3803
Purchase from codirector
3805
Rule as affected by special circumstances
3806
LIABILITY OF OFFICERS TO CREDITORS OF CORPORATION INDEPENDENTLY OF STATUTE 2569 General considerations
3807
Right to sue as precluded by appointment of receiver
3808
Necessity for injury
3809
Liability for nonfeasance or negligence i e mismanagementIn general
3810
Minority rule
3812
Majority rule
3816
Theory that creditors may sue in cquity on behalf of corporation
3818
Rule as applied to depositors in bank
3819
Misappropriation conversion and diversion of corporate asset Gen eral rule
3821
Division of assets among stockholders
3823
Ultra vires acts including acts prohibited by statute
3824
Fraud
3825
Liability for failure to comply with statutory requirements or condi tions precedent to right to do business
3826
Personal agreements between officers and creditors
3827
Defenses
3829
Purpose of statutes
3829
Statutes as divisible into those making officers liable for corporate debts and those making them liable for damages
3830
Constitutionality of statutes
3831
Statutes as penal or contractual or remedialGeneral considerations
3832
Argument in favor of holding statute one for a penalty
3834
Argument against holding statutes penal
3836
Statutes as both penal and remedial
3837
Statutes as remedial as to creditors
3838
What is meant by penal statutes
3839
Effect of whether liability is for debts of corporation or merely for injury sustained by person suing
3843
Importance of determining whether statute is penal or remedial
3846
Construction of statutes
3847
Statutes as retrospective
3848
Corporations which are within the statutes
3849
Liability as joint or several
3850
Creditors in general
3851
Creditor who is also stockholder or officer of corporation
3852
Assignee
3853
Where debts in excess of debt limit
3854
New York statute
3855
Dissenting or absent directors
3857
B Particular Statutes 2620 Violation of corporation statutes generally as express ground for personal liability
3858
Official misconduct including negligence
3859
Negligence
3864
Violations of statute as to the incorporation of the company and as to subscriptions to stockIn general
3865
Incurring debts before all or certain per cent of stock is sub scribed or paid in
3867
Payment for capital stock by conveyance of property at unfair valuation
3869
Misappropriation or diversion of assets
3870
Incurring debts in excess of debt limitIn general
3871
What constitutes excessive indebtedness
3873
What constitutes assenting to creation of debts
3874
Rights of nonconsenting directors
3876
Debts not valid claims
3877
Defenses
3878
Division withdrawal or reduction of capital stock
3879
Loans to stockholders or officers
3880
Transfer of property to corporate officers and other acts consti tuting a preference when corporation is insolvent or has refused to pay any of its obli...
3881
Failure to file or publish reports or statements
3883
Liability of directors as trustees after dissolution of corporation
3886
Statutes relating to banks and bank officersIn general
3887
Debts or Obligations for Which Officers Are Liable 2648 In general
3888
Time when debt is contracted or accruesIn general
3890
Debt not yet due
3892
Contingent liabilities
3893
Renewal notes as contracting of indebtedness
3894
Entry of judgment
3895
Ultra vires contracts or transactions
3896
Damages for tort and judgments therefor
3897
Defenses 2661 In general
3898
Nonexistence of corporation or of de jure corporation and insolvency or dissolution of corporation
3899
Advice of counsel
3901
Discharge of officer in bankruptcy
3902
Discharge of corporation in bankruptcy
3903
Request or demand on officers to sue
3925
Demand on stockholders as a body to sue
3927
Status as stockholder as necessary
3928
Effect of appointment of receiver as precluding suit by corpora tion stockholders or creditors
3929
Administrative suit as remedy
3930
Form of action at common lawIn general
3931
Remedy in case of transaction voidable because officer adversely interested or where he has profited thereby
3932
Assignment of cause of action
3933
Conditions precedent
3934
What law governs
3936
Rule in equity
3937
2701 Period of limitations governing actions to enforce penalty as applicable
3938
Time when statute begins to run
3940
Renewal or extension of cause of action
3943
Laches and estoppel 394 1
3944
Abatement and revivalWhere action not based on a statute
3945
Where action based on a statute
3947
PartiesIn general 3919
3949
Corporation as proper or necessary defendant
3950
Joinder of all of directors or guilty parties as defendants
3951
Joinder of personal representatives of codirector
3952
Receiver as necessary defendant
3953
Multifariousness and misjoinder of causes of action
3954
Pleading
3956
PartiesPlaintiffs 4203
3959
Action in another stateIn general
3960
Evidence
3962
Counterclaim and setoff
3963
Recovery over against corporation by officer held liable
3965
Necessity for assent to or active participation of officer
3966
Embezzlement
3967
Engaging in business without a license
3968
Penalties
3970
CHAPTER 43
3973
Compensation of directors in the absence of contractGeneral rule
3974
Basis of the rule
3977
Compensation of directors who are officers in absence of contract
3980
Implied contracts to pay for servicesIn general
3982
Special unusual or extraordinary services rendered by officers or directors General rule
3985
Illustrations of extra services by directors
3989
Illustrations of extra services by other officers
3990
Services of directors prior to incorporation
3992
Power to fix compensationIn general
3993
Bylaws charter provisions and statutes as to compensation
3994
Power of courts to fix compensation
3995
Power of stockholders
3997
Power of directorsAs to salaries of directors
3998
Compensation of directors filling other offices
3999
Compensation of officers other than directors
4000
Power of officers
4001
Effect of votes or presence of interested directors or officers
4002
Time of fixing compensation
4007
Manner of fixing compensation
4008
Necessity of good faith in fixing compensation
4010
Amount of compensation or salaryIn general
4011
Statutory provisions limiting compensation
4013
Form of compensation
4014
Changes increases or reductions of compensation
4015
Ratification by stockholders of acts of directors fixing or increasing compensation
4017
Compensation for past services
4018
Recovery of expenses and money advanced by officers
4020
Extra compensation to officers
4021
Rights of de facto officers to salaries
4023
Termination of right to salary or compensationMisconduet neg lect fraud absence from employment vacations
4024
officers resignation
4026
Receivership bankruptcy dissolution etc
4027
Lien of officer for compensation
4029
Actions by officers to recover salaries or compensationIn general
4030
Limitation of actions
4031
Trial instructions
4035
Interest on amount recovered
4036
Evidence presumptions and burden of proof
4039
CHAPTER 44
4041
Duty to keep books and recordsIn general
4042
Records and minute books
4043
Stock book
4044
Stock book
4045
Custodian
4046
Books and records as evidenceAs best evidence
4047
Compliance with statutory requisites as affecting admissibility
4049
Copies of corporate records as evidenceIn general
4057
Invoices and books of account
4060
Authentication of books and records
4061
Purposes for which and actions in which books and records admissible In general
4065
Real estate transactions statute of frauds
4067
Actions between corporation or members and strangers
4069
Actions between corporation and members
4070
Production of books and papers in court
4074
Delivery of books and records to receiver
4078
Proceedings to compel delivery of books and records by officer
4079
CHAPTER 45
4080
INSPECTION OF CORPORATE BOOKS AND RECORDS I SOURCES OF RIGHT OF INSPECTION 2809 In general
4081
Right at common law
4083
Constitutional and statutory provisionsIn general
4085
Extent of stockholders interest
4088
PURPOSES FOR WHICH ALLOWED 2814 In general
4089
Effect of statutes as to inspection
4090
Effect of bylaw provisions
4095
Investigation of corporate affairsIn general
4098
For purpose of suit by stockholder
4099
Ascertainment of value of stock
4100
Inspection of bylaws and minutes
4101
Statement of purpose
4105
CORPORATION SUBJECT TO RIGHT 2824 In general
4106
Foreign corporations
4107
DEMAND AND REFUSAL OF INSPECTION 2826 Demand
4110
Refusal
4112
V BY WHOM INSPECTION MADE 2829 In general
4113
Public accountants and stenographers
4115
Personal representatives
4116
Directors
4117
Persons not owning stock
4119
In general
4120
Books outside of state
4121
Copying from books
4123
Restrictions
4124
Abuse of right
4125
Nature of proceeding jurisdiction parties
4127
Pleading
4129
Awarding relief
4132
Writ costs
4134
Remedies in equity
4136
DAMAGES AND PENALTIES 2850 Damages for injury from refusal
4139
Statutory penalties
4140
CHAPTER 46
4144
In general
4145
Object and purpose of statutes
4146
Validity of statutes
4148
Nature and construction of statutes
4149
Amendment or repeal of statutes
4154
DUTY TO MAKE REPORTS 2857 In general
4156
Corporations doing business outside of United States
4157
Foreign corporations
4158
Excuses for failure to make and file reports
4159
FORM AND REQUISITES 2862 In general
4161
2863 Statement of debts
4162
Signing and verification
4163
Seal
4165
Time of filing
4166
Place of filing
4167
Failure of public officer to file
4168
Officers and directors who are liableIn general
4170
Married women
4171
Intent to make or publish false report
4173
Default of predecessors
4174
Debts to which liability extendsIn general
4175
As dependent upon time of contracting
4177
Bills and notes
4180
Mortgage bonds
4181
Judgments
4182
Damages for torts and judgments therefor
4183
Extinguished debts
4184
Forfeiture of charter
4185
Suspension of corporate powers
4186
Abandonment or dissolution of corporation receivership bank ruptcy
4189
ENFORCEMENT OF LIABILITY 2897 In general
4190
Notice of intention and judgment against corporation as prerequisites
4192
Enforcement of liability in foreign state foreign judgments
4194
Remedies
4195
Election of remedies
4197
Limitation of actions
4198
Estoppel
4201
Enjoining creditors actions subrogation and marshalling assets
4202
Defendants
4205
PleadingNature of complaint
4206
Sufficiency of complaint
4207
Indictments for making false reports
4208
Presumptions
4209
Questions of law and fact
4211
CHAPTER 47
4215
In general corporation as distinct party
4217
Rule at common law assimilation to natural persons
4218
Statutory regulations and conditionsIn general
4220
Regulations affecting persons etc as applying to corporations
4221
De facto incomplete and irregular corporations 1223
4223
Insolvent dissolved or suspended corporations want of officers
4226
Publicly owned operated or interested corporations
4229
Inherent limitations due to impersonal nature or to want of power
4230
Modes and agents of conducting litigationIn general
4231
Authorization of agents and officers to sue defend or appear
4232
Remedies and forms of action in general
4235
Extraordinary legal remedies
4239
Statutory remedies and special or summary proceedings
4243
Actions on or arising from contracts assumpsit covenant etc
4248
Tort actions case trespass replevin ejectment etc
4249
Remedies against promoters officers or stockholders
4252
Remedies of state or members of public against the corporation
4254
Remedies of stockholders members or officers against corporation
4255
Remedies of creditors
4258
Ancillary remedies and proceedings discovery injunction receivers etc
4259
Intervention and interpleader
4260
Admiralty and probate proceedings
4261
Conditions precedent to actionsIn general
4262
Demand and notice etc
4264
Limitations of actions laches and estoppel
4266
Defenses by or against corporationIn general
4269
Statutory provisions usury etc
4271
Abatement and revivalIn general
4272
Effect of insolvency bankruptey receivership or dissolution
4281
JURISDICTION AND VENUE OR PLACE OF TRIAL 2956 Jurisdiction and its requisitesIn general
4290
Domicile and citizenship of corporation
4292
Citizenship or residence of other parties
4301
Character of the proceeding or relief sought
4305
National banks and other national corporations
4307
Dual incorporation and existence interstate corporations
4309
Reincorporated consolidated or domesticated corporations
4310
Diversity of citizenship inhabitancy
4316
Alignment of parties to ascertain diversity
4317
Inferior and special jurisdictions
4318
Original exclusive and ancillary jurisdiction
4323
Removal of cause to federal courtIn general
4325
Reality and separableness of controversy
4329
Diversity of citizenship
4332
2973 Prejudice or local influence
4333
Federal questions and defenses involved
4334
Petition and affidavit for removal
4335
Remand and subsequent removal
4340
Acquisition extent and loss of jurisdiction
4342
Venue or place for trial privilege and waiverIn general
4349
Residence chief office or principal place of business
4368
Place of injury or of contract or of accrual of cause
4377
Any county in state or where agency or business is conducted or railroad or other property is situated
4388
Local actions
4393
Change of venue or place of trial transfer of causeIn general
4396
Application and procedure
4398
PROCESS SERVICE AND APPEARANCE 2985 Form and sufficiency of original processIn general
4400
Direction and command of writ name and description
4405
Attachment arrest sequestration or distraint
4408
Service of processIn general
4409
Necessity of strict procedure
4410
In federal courts
4411
Person to be servedIn general
4412
Directors or director
4420
Managing agent superintendent etc other than executive officers
4425
General agent
4428
Local agent or person in charge or other special agents
4429
Cashiers clerks bookkeepers etc
4434
Registered agent or designated official to receive service
4435
Assistants and deputies of prescribed persons
4437
3001 Stockholders and members
4440
Vacant offices resignations removals and expiration of office or authority
4441
Dissolution suspension or dormancy of corporation
4445
Adverse interest of agent or officer as disqualification
4448
Substituted or constructive serviceIn general
4449
3006 Application and procedure
4453
Place for serviceIn general
4455
Substituted place sending process to another county
4459
Mode and time of serviceIn general
4462
Delivery of copy reading etc
4464
Persons qualified to make service disqualification by interest
4465
Return or proof of serviceIn general
4466
Effect and conclusiveness when questioned
4477
Defects objections and amendments
4480
Process in rem citations proceedings not inter partes
4489
Admission or acknowledgment of service
4491
Voluntary appearance
4493
Waivers and admissions by appearance
4498
Authority to enter appearance for corporation
4502
PARTIES
4503
Actions and suits by or in favor of corporationIn general
4504
Necessary or proper coplaintiffs
4507
By corporation against officers or stockholders
4508
Necessary or proper codefendants
4510
Corporation as coparty in actions between othersIn general
4516
3028 Between officers or promoters and members or stockholders
4518
Suits in right of the corporation by officers and stockholders
4519
Suits on contracts or causes running in name of officer agent etc
4520
In statutory and special proceedings
4522
In proceedings not inter partes admiralty probate etc
4523
New and additional parties and amendments of parties
4524
Intervening and interpleaded parties
4527
PLEADINGS
4528
In suits affirming or assuming corporate character and existence
4529
Caption and entitlement of pleadings
4531
Naming and describing corporation
4532
general
4540
Mode and sufficiency
4545
Pleading authority or warrant to sue or defend
4558
Pleading in derivative action by stockholder or receiver etc
4560
Pleading jurisdictional facts and venueIn general
4562
In federal courts
4566
Pleading substance of actionable rightIn general
4569
Charter and bylaw provisions entering into right of action
4571
Statutes and facts entering into statutory rights of action
4572
Corporate power or want of power
4573
Manner or means of corporate action or knowledge meetings reso lutions or agents
4577
Declaring on instruments written or required to be written
4580
Officers or agents character and authority or rights and liabilities
4581
Stockholders or members character and rights or liabilities
4584
Pleading in extraordinary and special proceedings and equity
4585
Pleading in justices and other informal tribunals
4586
In equity practice
4587
Prayer of bill or complaint
4588
Defensive and dilatory pleadingsIn general
4589
Proper method of objection or defense by whom made
4590
Motions on the pleadings
4595
Demurrer and effect thereof
4596
Objections in abatement and to the jurisdiction
4604
Answers to the merits and pleas in bar
4612
Mode and sufficiency of answers denials and pleasIn general
4614
Pleading misnomer
4616
Pleading dissolution extinction change or suspension
4625
Pleading want of jurisdiction
4627
In federal courts
4628
Pleading want of authority to represent or appear for corporation
4629
Pleading particular defenses of substance
4630
Reply and replication and demurrers to pleas or answer
4633
Amendments and supplemental pleadings
4635
VIII
4651
Հեղինակային իրավունք

Common terms and phrases

Սիրված հատվածներ

Էջ 3865 - ... in case of any violation of the provisions of this section, the trustees under whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large...
Էջ 3592 - The law permits no one to act in such inconsistent relations. It does not stop to inquire whether the contract or transaction was fair or unfair. It stops the inquiry when the relation is disclosed, and sets aside the transaction or refuses to enforce it, at the instance of the parly whom the fiduciary undertook to represent*, without undertaking to deal with the question of abstract justice in the particular case.
Էջ 3829 - ... for all the debts of the company then existing, and for all that shall be thereafter contracted...
Էջ 3867 - No corporation which shall have refused to pay any of its notes or other obligations when due, in lawful money of the United States, nor any of its officers or directors, shall transfer any of its property to any of its officers, directors or stockholders, directly or indirectly, for the payment of any debt, or npon any other consideration than the full value of the property paid in cash.
Էջ 3915 - ... that the plaintiff was a shareholder at the time of the transaction of which he complains, or that his share had devolved on him since by operation of law...
Էջ 3865 - The directors of a stock corporation shall not make dividends, except from the surplus profits arising from the business of such corporation, nor divide, withdraw or in any way pay to the stockholders or any of them, any part of the capital of such corporation, or reduce its capital stock, except as authorized by law.
Էջ 4154 - If any certificate or report made, or public notice given, by the officers of any such company, in pursuance of the provisions of this act.
Էջ 3829 - As the statute imposes a burdensome liability on the officers for their wrongful act, it may well be considered penal, in the sense that it should be strictly construed. But as it gives a civil remedy, at the private suit of the creditor only, and measured by the amount of his debt, it is as to him clearly remedial. To maintain such a suit is not to administer a punishment imposed upon an offender against the state, but simply to enforce a private right secured under its laws to an individual.
Էջ 3927 - The cause of action in such case not to be deemed to have accrued until the discovery, by the aggrieved party, of the facts constituting the fraud or mistake.
Էջ 3957 - ... statement and deliver it to the person presenting the request within thirty days thereafter, and keep on file for twelve months thereafter a copy of such statement, which shall at all times during business hours be exhibited to any stockholder demanding an examination thereof; but the treasurer or such chief fiscal officer shall not be required to deliver more than one such statement in any one year. The supreme court, or any justice thereof, may upon application, for good cause shown, extend...

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