Defanti v. Allen Clark Co.
Nevada Supreme Court
Appeal from Second Judicial District Court, Washoe County; Thomas F. Moran, Judge. Action by A. Defanti against the Allen Clark Company, a corporation. From judgment for plaintiff, defendant appeals. Stockholders of a corporation are entitled to have their directors sit as a board, and are not bound otherwise, in the absence of ratification or estoppel.
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Appeal from Second Judicial District Court, Washoe County; Thomas F. Moran, Judge. Action by A. Defanti against the Allen Clark Company, a corporation. From judgment for plaintiff, defendant appeals. Stockholders of a corporation are entitled to have their directors sit as a board, and are not bound otherwise, in the absence of ratification or estoppel. Edwards v. Carson W. Co., 21 Nev. 469; Hillyer v. Overman Co., 6 Nev. 51; Yellow Jacket Co. v. Stevenson, 5 Nev. 224; City v. Bank, 36 L. Ed. 390. Officers having no authority to bind a company to a contract by directly executing it…
1ConcurrenceColeman, J.
I concur in the order.
Conceding that the meeting at which the execution of the note and mortgage was authorized was not duly called, and that for that reason the mortgage was voidable, I am strongly of the opinion that the corporation should be estopped from attacking the validity of the mortgage, under the circumstances of the case. It received the money upon the strength of the mortgage, *129and cannot retain the same and be heard to say that the mortgage is not binding. This is the general rule as to ultra vires contracts (10 Cyc. 1156; Wisconsin L. Co. v. G. & W. Tel. Co., 127 Iowa, 350, 101…
2Cases cited6 opinions
- Wisconsin Lumber Co. v. Greene & Western Telephone Co.Supreme Court of Iowa · 1904
- Clark v. London Assurance Corp.Nevada Supreme Court · 1921
- Allen Clark Co. v. FrancovichNevada Supreme Court · 1918
- State ex rel. Allen Clark Co. v. MoranNevada Supreme Court · 1919
- Wayte v. Red Cross Protective SocietyU.S. Circuit Court for the District of Eastern Pennsylvania · 1909
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