Battelle v. Northwestern Cement & Concrete Pavement Co.
Supreme Court of Minnesota
The defendant was incorporated on March 27, 1884. The plaintiff was one of the promoters and organizers of the defendant, and became an incorporator, stockholder, director, and officer. On June 26, 1884, he sold his stock, and ceased to have any interest in the defendant. On January 16, 1884, the plaintiff purchased certain real and personal property used in the business of laying down concrete pavements, giving back a mortgage for part of the purchase-money.
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The defendant was incorporated on March 27, 1884. The plaintiff was one of the promoters and organizers of the defendant, and became an incorporator, stockholder, director, and officer. On June 26, 1884, he sold his stock, and ceased to have any interest in the defendant. On January 16, 1884, the plaintiff purchased certain real and personal property used in the business of laying down concrete pavements, giving back a mortgage for part of the purchase-money. On March 27,1884, he sold and conveyed this property to the defendant, which agreed, as alleged, to assume and pay the mortgage.…
1Opinion of the Court
Gilfillan, 0. J.
It is self-evident, that a corporation is not bound by engagements of its “promoters,” (i. e., those who bring about its organization,) assuming to contract for it in advance. It cannot have-agents till it has an existence. The promoters are not the corporation, and their contracts cannot be its contracts. This is so, though the promoters become, at the creation of the corporation, its only stockholders, directors, and officers. After it comes into existence- and operation, it may, by adopting the engagements thus made for it in advance, make them its contracts, precisely as…
2Cited by33 opinions
- Weatherford, Mineral Wells & Northwestern Railway Co. v. GrangerTexas Supreme Court · 1894
- Schreyer v. Turner Flouring Co.Oregon Supreme Court · 1896
- Scadden Flat Gold Mining Co. v. ScaddenCalifornia Supreme Court · 1898
- McArthur v. Times Printing Co.Supreme Court of Minnesota · 1892
- Capps v. HensleySupreme Court of Oklahoma · 1909
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