Այս գրքի մասին
Իմ գրադարանը
Books on Google Play
- When particular form or mode of authority is necessary.
§ 2193. How ratification may be effected in general-Express and implied...3403
§ 2194.
.3404
§ 2195. Silence or acquiescence as ratification-General rules..
.3405
§ 2199. Acceptance and retention of benefits as implied ratification
$2200. Recognition or adoption of act or contract by affirmative acts as rati-
.3411
XXIII. NOTICE TO OR KNOWLEDGE OF OFFICERS OR AGENTS AS CHARGEABLE
.3424
.3425
.3427
.3428
TO CORPORATION
§ 2211. General considerations-Scope of subdivision
-
$ 2212.
$ 2213.
---
Applicability of rules governing where principal not a corporation.3429
· Rules applicable in tort actions as well as in actions on contracts..3429
§ 2214. Rules governing without regard to whether principal is a corporation. 3429
§ 2215. General statement of rule as applied to corporations ..
.3430
$ 2216.
-"Notice" to corporate officers or agents as distinguished from their
"'knowledge"
.3434
§ 2217. Necessity for existence of agency
.3437
§ 2218. Knowledge obtained outside scope of duties or while not acting offi-
§ 2221. Qualification of rule where agent subsequently acts in regard to
matter concerning which he obtained knowledge outside the scope
of his duties
.3444
$ 2224.
§ 2225.
- Knowledge acquired before creation of agency. - Knowledge acquired after termination of agency
§ 2222. Time of obtaining knowledge or receiving notice General rules......3446
§ 2223. Necessity that knowledge be obtained while acting in particular
transaction
.3447
.3448
..3450
§ 2226. Effect of subsequent termination of office or agency of person having
knowledge ...
PAGE
......3450.
$2227. Constructive notice to officer or agent as equivalent to actual knowl-
edge or notice
.3451
§ 2228. Who may rely on notice-Person in collusion with officer or agent...3452
§ 2229.
§ 2230. Applicability of rules to particular corporations
.3453
- Right of officer or agent to rely on his own knowledge of his own
act as notice to corporation ...
§ 2231. Application of general rules to particular officers, agents or other
persons-In general
§ 2239. Application of rules to knowledge of particular facts-In general....3469
Application to defeat claim that purchase was without notice..3470
§ 2240.
§ 2241. - Application of rules to establish negligence..
§ 2242.
In actions on fidelity bond of officer or agent...
$ 2243. Exception to general rule where officer or agent adversely interested--
Statement of exception
...
..3471
.2472
.3472
§ 2244.
Reasons for exception
.3476
§ 2245.
§ 2246.
$ 2247.
When interests of officer or agent are deemed adverse.
§ 2248.
Where same person is agent both of corporation and of other party
to transaction: Interlocking officers
.3484
§ 2249. — Dealings between corporation and partnership of which officer is a
member
....
$2250. Application of exception to independent frauds against the cor-
.3488
poration
.3490
§ 2251.
Qualification of exception where interested officer or agent is sole
representative of corporation to whom notice is sought to be
imputed ...
3492
§ 2252.
Same: Sale or discount of negotiable paper by director
.3498
§ 2253.
- Qualification of exception in case of fraud perpetrated by officer
upon third person for his own benefit but acting in official capacity.3501
§2255. Stipulation against communication of knowledge
§ 2254. Rule where act is ratified by corporation
§ 2256. Knowledge as imputed to officer-Notice to one officer or agent as
notice to other officers or agents
.3504
..3505
- Knowledge as officer as imputed to himself as individual
.3505
§ 2258.
Knowledge of officer as imputed to another officer as an individual..3505
§ 2259. Want of notice to particular officer as sufficient to show want of notice
to corporation ....
$ 2260. Question as one of law or of fact
..3506
XXIV. OFFICERS CONSIDERED AS TRUSTEES OR FIDUCIARIES
A. General Rules
§ 2261. Directors and other officers as trustees or agents-General rule
Difference between directors and agents
Double character of agent and trustee
..3507
.3510
Statutes governing trustees in general as applicable
.3511
- As dependent on whether court one of law or equity
Classification as agent or as trustee not exclusive
.3512
- Importance of determining whether officer a trustee or an agent...3513
- Rule as different where officer is one other than a director
- Review of situation .....
.3513
§ 2270. Relation to individual stockholders
3514
§ 2271. Relation to creditors
.3516
§ 2272. Duties and responsibilities arising from nature of office
.3517
§ 2273. Right to urge fiduciary relation where corporation and officer in effect
the same
.3518
§ 2274. Fiduciary relationship as extending to subsidiary corporation
3518
§ 2275. Title to and possession of corporate property-In general
§ 2287. Purchases by director from trustee selected to sell land
.3527
C. Purchase of Claims Against the Corporation and Enforcement Thereof
§ 2292. Always voidable where purchase a breach of trust or not in good
faith
3536
§ 2293. View that purchase voidable regardless of fairness or good faith
$2294. View that purchase not voidable where fair and in good faith
$ 2295. Purchase to protect debt or rights of officer
.3537
.3539
.3540
§ 2296. Rule as affected by insolvency of corporation
.3543
$ 2297. Where property sold by assignee or receiver
.3544
§ 2298. Judicial sale of property of debtor of corporation.
3544
§ 2305. — Exception where corporation insolvent or unable to act.
.3554
$ 2306. Secrecy as essential element.....
..3555
§ 2307. Good faith of officer or want of damage to corporation as immaterial.3556
§ 2308. Lawfulness of means used to secure profit as immaterial.
...3556
$2309. Effect of acts being ultra vires....
..3557
§ 2310. Contracts as contrary to public policy.
.3557
§ 2323.
§ 2311. Bribes or presents from third persons.
$ 2312. Right to patents or inventions..
$ 2313. Right of corporation to earnings of officer-In general.
§ 2314.
Compensation earned as receiver.....
§ 2315. Right to reward offered by corporation..
§ 2316. Miscellaneous applications of rule-In general.
Speculations
.3560
.3561
..3562
.3562
.3563
..3563
Sales or leases by or to the corporation..
..3566
.3568
...3568
Contracts of private persons to pay officers for services as such...3569
$ 2324. Liability to account to third person as officer of trustee...
§ 2328. Right of officer to appropriate property to payment of his claim.. ..3575
$ 2329. Estoppel of officers by reason of mismanagement..
.3576
XXV. PERSONAL DEALINGS OF OFFICER WITH CORPORATION OR WITH CORPORATE
PROPERTY
$2330. General considerations
§ 2331. Effect of statutes and by-laws....
..3577
§ 2332. General rules without reference to whether interested officer repre-
sents corporation or whether corporation represented by other
officers-In general
.3579
§ 2334.
$2333. - Dealings as void or voidable..
§ 2335.Necessity that transaction be fair and not a breach of trust.
.3580
Transaction as subject to careful scrutiny by courts...
.3581
..3583
§ 2338. Dealings where officers adversely interested represent the corporation-
General considerations . . . . .
...3588
- Dealings as invalid because two persons are necessary to a contract.3588
- Fairness of contract or injury to corporation as immaterial.
- Directors as to whom rule is applicable...
.3592
.3595
.....3595
§ 2344. — Effect of ownership of all of stock by contracting directors..
§ 2345. Dealings between director or other officer and the corporation when it is
represented by other directors or officers-General rules.........3595
Minority rule that transaction is voidable although fair and entered
into in good faith.....
Majority rule that contract or transaction is valid if fair and in
good faith
3599
§ 2348. Under what circumstances officer may be said to represent corpora-
tion-General considerations
Where interested officer presides at meeting of directors....
Where interested director is present at meeting, but it does not
appear whether he voted or not...
...3605
$ 2351.
Where interested director votes in favor of contract but there is a
majority without his vote.
.3605
$ 2352.
- Where vote of interested officer necessary to make up a majority
vote
- Where presence of interested director necessary to make a quorum..3610
- Where interested director dominates other directors.
.3611
Where corporate officer or agent acts under immediate instructions
of superior officer.....
....3611
$ 2357. Manner in which individual interest of officer is evidenced-General
considerations
....3612
$ 2358.
- Officer acting as agent both for corporation and for adverse party.3612
§ 2359.- Transactions between corporation and firm of which officer is a
member ....
- Transaction between corporate officers as such and another corpora-
tion in which they are stockholders......
- Contracts between corporation and subsidiary corporation.
Dealings between corporation and wife of officer....
.3617
..3618
- Contracts where officers and third persons are jointly interested..3618
§ 2364. Application of general rules to particular transactions-In general..3618,
§ 2365.
Purchase of corporate property by director or other officer.
§ 2366. — Sales by directors or other officers to corporation.
Payment by officer of valid outstanding claims against the cor-
..3619
.3622
.3625
.3626
...3628
.3629
3630