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- In re Petition of Andrews (1)
Articles 1 - 12 of 12
Full-Text Articles in Law
Corporations-Tort Liability Of Independent Taxi Owners' Associations
Corporations-Tort Liability Of Independent Taxi Owners' Associations
Michigan Law Review
(a) In order to meet the competition of the large taxicab companies a number of taxi drivers owning their own cabs join together to advertise under a common name, establish a more efficient phone service, and secure the benefits of large-scale garage service. For this purpose a non-profit-sharing corporation is organized, to the expenses of which each driver contributes initiation fees and dues. (b) In order to avoid the liabilities which attend the ownership of cars one of the large taxi companies sells its cabs to the drivers. The drivers now pay the company a certain compensation in "dues" for …
Corporations-Purchase Of Notes And Mortgages As "Doing Business"
Corporations-Purchase Of Notes And Mortgages As "Doing Business"
Michigan Law Review
C was engaged in loaning money in Idaho. He sold many of the notes and mortgages which he thus received to the plaintiff, a foreign corporation. It was his practice, nevertheless, to collect the interest on these notes and remit it to the plaintiff. The actual sales of the notes and mortgages occurred in Chicago. In this manner the plaintiff acquired the note of the defendant, a resident of Idaho and his mortgage on Idaho land. The Idaho statute forbids a foreign corporation "doing business" in the State to sue in its courts without taking certain qualifying steps. The plaintiff, …
Corporations -Accommodation Obligations - Effect Of "Guarantee" In Powers Section Of Statute
Corporations -Accommodation Obligations - Effect Of "Guarantee" In Powers Section Of Statute
Michigan Law Review
The court in the principal case recognized the general prohibition against corporate accommodation obligations but held the defendant liable on the theory of consent of the stockholders. With this portion of the opinion the writer has no quarrel. But exception is taken both to the interpretation given to the statute by the court and the accuracy of the principle relied upon, as expressed in the dictum quoted.
Corporations--Liability Of Stockholder In Non-Complying Foreign Corporation
Corporations--Liability Of Stockholder In Non-Complying Foreign Corporation
Michigan Law Review
The defendant was a stockholder in the A corporation, incorporated in Indiana to go business there, but carrying on its principal business in Tennessee where It had failed to comply with a law requiring foreign corporations to domesticate; Plaintiff, a holder of a trade acceptance on which the A corporation was primarily liable, sued defendant in Indiana, liability on the trade acceptance having been incurred in Tennessee. The A corporation being insolvent, plaintiff sought to hold the defendant personally liable on the ground that the failure of the corporation to comply with domestication statutes of Tennessee made its stockholders liable …
Partnership-Incorporation-Liability To Previous Creditors
Partnership-Incorporation-Liability To Previous Creditors
Michigan Law Review
The two defendants, partners in the operation of the Mulkey Motor Co., an automobile sales establishment, had indorsed promissory notes in the name of the firm and had sold them to the plaintiff. Later the defendants incorporated under the same name and continued to carry on the business as before. Thereafter the plaintiff, without knowledge of the incorporation, purchased from the defendants certain notes which were indorsed in the accustomed fashion. In an action against the defendants as partners, based on such indorsements of the latter notes, it was contended that the debt was that of the corporation. Held, …
Corporations-Qualifications Of Officers-Effect On Existing By-Laws Of Change In Statute
Corporations-Qualifications Of Officers-Effect On Existing By-Laws Of Change In Statute
Michigan Law Review
Corporate by-laws adopted under and following Act No. 84, Michigan Public Acts of 1921, required that directors be chosen from stockholders, the positions to become vacant should the directors dispose of their stock. In 1931 the statute was changed, now reading that "directors . . . need not be shareholders unless the articles so provide." The by-laws were not altered. Qualified directors subsequently disposed of their stock and petitioned the chancery court under the statute for dissolution of the corporation and appointment of a receiver. Appealing from an order granting that petition, creditors and stockholders of the corporation contended that …
Minority Stockholders And The Amendment Of Corporate Charters, Edward O. Curran
Minority Stockholders And The Amendment Of Corporate Charters, Edward O. Curran
Michigan Law Review
Professor Dodd has remarked that "few branches of corporation law are in a more confused and unsatisfactory state than that relating to the right of minority stockholders to prevent amendments to the corporate charter, to which they have not given their assent, from becoming operative." One of the reasons for this confusion is the fact that some of the cases which still serve as precedents were decided at a time when it was not the usual practice to reserve the power to alter, amend, or repeal corporate charters. The principles of these early cases have been carried over and applied …
Corporations - Right Of Minority Stockholders To Interfere In Corporate Management
Corporations - Right Of Minority Stockholders To Interfere In Corporate Management
Michigan Law Review
In determining the relationship between the majority and minority stockholders of a corporation, the courts are faced with the problem of striking a correct balance between the rights of the plaintiff stockholder, who alleges that he is being oppressed by the majority, and the rights of the majority, acting through the regular corporate machinery, who allege that the corporation is being harassed by a troublesome minority. It is necessary to protect the minority from the machinations of those in control; it is likewise necessary to protect the corporation, as controlled by the majority, from the blackmailer who holds a few …
Corporations - Attacks On Salaries Paid To Corporate Executives
Corporations - Attacks On Salaries Paid To Corporate Executives
Michigan Law Review
In October, 1933, the former president and chairman of the governing board of one of the world's greatest banks appeared before the Senate Committee on Banking and Currency, in Washington. During the course of the testimony, it was revealed that through the years 1929-33 this executive had received from his bank upwards of $1,100,000 in salary, bonus, and extra compensation. For the two years immediately past, he had served as a director in fifty-nine other corporations, from one of which he had at one time received a salary of $40,000 a year for services as director only, and from another …
Corporations - Duty Of Director To Stockholder On Stock Exchange Sales
Corporations - Duty Of Director To Stockholder On Stock Exchange Sales
Michigan Law Review
The recent case of Goodwin v. Agassiz presents the problem of the duty owed by a director to existing and prospective stockholders in its most typical and difficult form. The defendants were president and general manager, respectively, as well as directors of the Cliff Mining Corporation which owned mineral lands in Northern Michigan. The stock of the corporation was listed on the Boston Stock Exchange. The defendants in their capacity of directors had knowledge of a geologist's report which forecast possible existence of copper deposits in the corporation's lands. The defendants were also directors of another mining corporation owning lands …
Corporations - Identity As Basis For Enforcing Contract Of Predecessor Against Successor - Fraud
Corporations - Identity As Basis For Enforcing Contract Of Predecessor Against Successor - Fraud
Michigan Law Review
The stockholders and officers of the Old South Engraving Company, wishing to escape a contract whereby that corporation was bound to hire only union labor, organized the Old South Photoengraving Corporation which purchased the business of the Engraving Company, giving therefor 9,000 of the issue of 12,000 no-par shares and issuing the rest to the stockholders of the Engraving Company in proportion to their holdings therein. It was announced that the Engraving Company would cease operating Saturday, June 4, and employees were given due notice. On Monday, June 6, the new company began operating at the same location with non-union …
Partnership - Declaration Of Trust - Stipulation Against Personal Liability
Partnership - Declaration Of Trust - Stipulation Against Personal Liability
Michigan Law Review
Plaintiff, the payee of a note of a Texas unincorporated association, sought to hold the defendant shareholders liable as partners. The articles of association provided for trustees to hold and manage the association property, but reserved powers in the shareholders so the latter could: (I) increase capital stock, (2) annually elect the trustees and annually increase or diminish the number of trustees, (3) repeal or amend any of the articles of association, (4) order trustees to call special meetings, (5) remove trustees and subject them to shareholders' orders at all times, ( 6) transact such business as they might inaugurate …