Fuller v. Motor & Tire Service Co.

Denying the plaintiff’s right of recovery the defendant says (1) that the negotiation relied on was not a contract by the corporation but a personal promise of two of its three directors, who owne.d a majority of the stock, and (2) that the contract if entered into by the defendant was contrary to public policy, ultra vires, and void as to creditors and stockholders not assenting thereto.

Upon the first proposition the defendant insists that the plaintiff is concluded by Duke v. Markham, 105 N. C., 131, in which it was held that the assent of a majority of the stockholders of a corporation…