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705. Presumptions-Proofs of death and good standing..
784
CHAPTER XXVII.
ACTIONS ON CONTRACTS EXPRESS AND IMPLIED.
FIRST.-REMEDIES AVAILABLE TO CREDITORS
706. Scope of the subject.
788
707. The corporation primarily liable....
708. Cannot interfere with the management..
709. Cannot prevent a dissolution or alteration of charter..
710. Lien of creditor attaches to capital after its withdrawal.
711. The form of the unauthorized withdrawal immaterial..
712. Rights of creditors in case of insolvency..
713. Rights altered by formal insolvency of corporation...
714. Rights of director who is also a creditor...
789
790
791
792
793
794
795
721. Equities between creditors of consolidating companies..
722. A new contract necessary.
802
804
723. What constitutes novation..
724. Rights of creditors may be nominally altered.
805
725. What amounts to the formation of a new corporation..
806
PAGE.
§ 726. Re-organization...
727. The usual object of re-organization.
728. How usually accomplished..
729. Revivor....
730. Lien of creditors cannot be impaired by re-organization..
807
808
810
731. Substitution of new corporation as debtor by statute..
732. Alterations authorized by charter..
811
812
733. The state cannot deprive creditors of the benefits of their contracts.. 813
734. Right of the corporation to use and dispose of its assets.....
814
739. Authority presumed from use of seal by officer authorized to
742. Liability of corporation on simple contracts of agents.
823
747. Where act of agent beyond powers of corporation binds the
latter......
828
751. Ground of principal's liability on partly executed contracts...
THIRD.-OF THE DEFENCE OF A LACK OR EXCESS OF CORPORATE AUTHORITY.
758. Matters which enter into a consideration of the subject..........
759. Not favored as a defence.....
841
842
760. The term ultra vires used in different senses..
761. Meaning when applied to acts of corporations..
762. Public and private considerations distinguished..
763. Common law prohibition................
764. Statutory declarations of the common prohibition..
843
844
845
846
§ 765. General rule with respect to dealings with outside parties..... 847
766. Executed contracts.....
767. Contracts executed by one of the parties.....
768. A strong case required to defeat a recovery of borrowed money.
769. An extreme case....
849
853
854
855
770. Illegal increase of capital stock and issue of stock thereon.
771. Illegal and irregular exercise of the power.....
856
858
772. Remedies by corporation and holders of spurious stock.
773. Illegal issue of preferred stock ......
859
774. Distinction between legal status of preferred and over issued
stock
860
775. Executory ultra vires contracts not enforceable..
862
prohibited....
778. Commercial paper
776. Money paid for purpose which fails....
777. Executory contracts void for excess of power but not expressly
779. Purchases of stock in other corporations..
780. Summary of principles....
864
866
867
CHAPTER XXVIII.
ACTIONS AGAINST SHAREHOLDERS FOR UNPAID CAPITAL.
781. Relative rights of creditors and shareholders.
870
782. Creditors have no direct remedy at law against shareholders.
783. Relations of parties to capital stock...
871
784. Subscriptions treated in equity as assets...
872
785. Remedies for unpaid capital and under statutes are concurrent.
786. Right of action not dependent upon the making of calls..
789. Where business commenced before full amount of capital is sub-
scribed....
876
790. Creditors may rely upon appearances.
877
791. Stock books as evidence against creditors..
879
792. What amounts to payment by and discharge of shareholders..
880
793. Shareholders assume a continuing liability...
883
794. Rights of the parties may be altered by special agreement.
798. When voidable subscriptions are binding as to creditors..
802. The right must be exercised fairly and regularly.
803. Unauthorized use of party's name as a shareholder.
804. May become bound by ratification..
893
894
§ 805. Mere irregularities no defence..
895
806. Where issued without authority of directors..
896
807. Stock issued gratuitously..
808. Proof of ratification....
809. Liability when shareholder is a corporation.
810. Liability on "watered" stock...
811. Part payment and stock dividends.
812. Stock in itself owned by corporation..
813. Bona fide purchasers not liable..
$14. When held in trust for the corporation, trustee not liable..
$15. Secret trusts and collateral agreements do not bind creditors.
816. Notice of facts renders defence available.....
897
898
899
902
903
904
905
906
907
817. Interest of creditors in transfers attaches upon insolvency.
908
818. Right of stockholder who is also a creditor...
909
819. Statutory requirements as to cash payments...
910
820. Rights of prior lien holders in case of insolvency..
912
821. When the right to proceed against the stockholders accrues..
822. Pleadings....
826. Defences-Statute of limitations, prescription, etc..
827. Adjustment of mutual claims between shareholders.
828. Liabilities of members of de facto corporations to third parties..... 924
836. Whether intention of incorporators can be inquired into collaterally 937
837. Only promoters and actual organizers liable..
937
838. Summary..
939
CHAPTER XXX.
PROCEEDINGS WITH RESPECT TO ASSETS IN HANDS OF RECEIVER.
983. General functions and duties of receivers in corporation cases.
840. What facts will authorize appointment....
941
942
841. In the nature of an equitable execution..
945
§ 842. Exercise of jurisdiction in corporation cases conferred by
statute....
946
843. Jurisdiction under statutes
947
844. The principle practically disregarded in railroad cases.
845. Further considered......
949
950
846. The power to appoint upon forfeiture not absolute..
847. The appointment not made as a punishment..
952
848. Common law jurisdiction where corporate managers have
ceased or refused to act ..
953
849. Receiver not appointed where adequate legal remedy...
850. Appointment under New York statute...
954
851. An auxiliary not a principal remedy..
955
852. Mere breaches of trust or mismanagement no ground for the
appointment.....
956
853. Receiver may be appointed of a particular fund upon which
creditors have a charge......
854. Of foreign corporations under special statute..
855. Magnitude of interests involved important...
958
856. Appointment not usually made without notice to the opposite
party .....
860. Parties and interests represented by receivers of insolvent cor-
867. Duties of receiver with respect to assessments and calls ...
970
868. Possesses only power of corporation with respect to subscrip-
tions ....
971
869. Effect of appointment upon remedies of creditors..
972
870. Lien of judgment affects only interests of corporations..
973
871. Where supplies and material are furnished..
974
872. Statutory liens not defeated.....
$73. Possession protected from attachment and execution..
976
874. Discretionary power with respect to doubtful and disputed claims..
875. Suits by receivers...
977
$76. Effect of the appointment upon the rights of creditors, etc..