Ellett-Kendall Shoe Co. v. Western Stores Co.
Missouri Court of Appeals
Appeal from Jackson Circuit Court. — -No». Henry L. McOune, Judge. (1) The directors of the Western -Stores Company never authorized the guaranty. A person holding all but two of the shares of stock of a corporation, and being also president, treasurer and general manager, cannot lawfully mortgage its property without authority of its board of directors.
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Appeal from Jackson Circuit Court. — -No». Henry L. McOune, Judge. (1) The directors of the Western -Stores Company never authorized the guaranty. A person holding all but two of the shares of stock of a corporation, and being also president, treasurer and general manager, cannot lawfully mortgage its property without authority of its board of directors. England v. Dearborn, 141 Mass. 590; Jones v. Williams, 139 Mo. 75. Much more is this true if the act is an ultra vires one. (2) Section 7, article 12, of the Constitution of Missouri, provides: “No corporation shall engage in business other…
1Opinion of the CourtJohnson, J.
Action brought before a justice of the peace on a contract of guaranty signed by defendant, a business corporation, incorporated in 1897, under article 8, chapter 42, Revised Statutes 1889. A jury was waived in the circuit court where the case was taken by appeal and judgment was entered for defendant. Plaintiff appealed.
There is no serious controversy over the facts. Plaintiff, a corporation, is a wholesale merchant in Kansas City. The Joplin Co-operative Stores Company, another corporation, was a retail merchant at Joplin and in May, 1906, applied to plaintiff for credit on a bill of…
2Cases cited15 opinions
- Central Transportation Co. v. Pullman's Palace Car Co.Supreme Court of the United States · 1891
- California Bank v. KennedySupreme Court of the United States · 1897
- McCormick v. Market BankSupreme Court of the United States · 1897
- Anglo-American Land, Mortgage & Agency Co. v. LombardCourt of Appeals for the Eighth Circuit · 1904
- National Park Bank v. German-American Mutual Warehousing & Security Co.New York Court of Appeals · 1889
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3Cited by4 opinions
- American Express Co. v. Citizens State BankWisconsin Supreme Court · 1919
- Hummel v. Warren Steel Casting Co.Court of Appeals for the Eighth Circuit · 1925
- St. Avit v. Kettle River Co.Court of Appeals for the Eighth Circuit · 1914
- Sommers v. Apalachicola Northern RailroadSupreme Court of Florida · 1918