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Articles 1 - 22 of 22
Full-Text Articles in Law
Business Associations - Uniform Limited Partnership Act - Activites Making A Limited Partner Liable As A General Partner, Frank D. Jacobs
Business Associations - Uniform Limited Partnership Act - Activites Making A Limited Partner Liable As A General Partner, Frank D. Jacobs
Michigan Law Review
Marback Motor Co., a limited partnership, was formed in 1951 pursuant to the California Uniform Limited Partnership Act. Defendant limited partner held a chattel mortgage on partnership assets and owned the building in which the business was located. He had authority to co-sign checks of the partnership, but checks could be drawn on the firm's account without his signature and he could not withdraw funds himself. In August 1953, without a prior dissolution of the limited partnership, defendant bought some assets of the firm at a purchase price found to represent the fair market value of the properties. At the …
Corporations - Capital And Stock - Applicability Of Restrictions On Transfer Of Stock To Transfer Caused By Death, Robert P. Luciano
Corporations - Capital And Stock - Applicability Of Restrictions On Transfer Of Stock To Transfer Caused By Death, Robert P. Luciano
Michigan Law Review
The stock of the Taylor Trunk Company, with the exception of the two shares now in controversy, was divided equally between two brothers, the remaining two shares having been held by a third brother now deceased. A by-law provided: "That no transfer or sale of the stock of the Company can be made without first offering said stock for sale to the remaining stockholders. . . ." The administrator with will annexed and the legatee of the decedent sought in this action to have the two shares of stock owned by decedent at his death transferred on the books of …
Corporations - Dissolution - Effect On Federal Criminal Prosecution Against Corporation, Lawrence J. Labrie
Corporations - Dissolution - Effect On Federal Criminal Prosecution Against Corporation, Lawrence J. Labrie
Michigan Law Review
Defendant corporation was prosecuted along with its officers .and employees for submitting false statements on FHA insured loans and for conspiracy. After return of indictment the corporation was voluntarily dissolved under Texas law. The corporation's motion to dismiss the indictment on the ground that dissolution abated the prosecution was overruled. On appeal, held, affirmed. Article 1388 of the Texas civil statutes which constitutes the president and directors trustees "to settle the affairs" of a dissolved corporation and to "maintain or defend judicial proceedings," continues the corporation in existence for the purpose of defending federal criminal proceedings. Alamo Fence Company …
Corporations - Liabilites - Inadequate Capitalization As Ground For Disregarding Corporate Entity, Lewis L. Clum
Corporations - Liabilites - Inadequate Capitalization As Ground For Disregarding Corporate Entity, Lewis L. Clum
Michigan Law Review
Defendant Resnick, meeting minimum statutory incorporation requirements, organized a corporation and thereafter persuaded defendants Cowan to join him in operating a used car enterprise under the corporate name. No stock was issued, nor capital paid in, although a checking account was opened for use by the business. Car purchases were financed through loans made or guaranteed by the elder Cowan, who held title until resale. Proceeds from resale transactions were deposited in the checking account, from which defendant Resnick reimbursed Cowan for money advanced. Sales volume averaged from $100,000 to $150,000 monthly. Assured that the elder Cowan was "backing" the …
The Legal Status Of The Red Cross, Wesley A. Sturges
The Legal Status Of The Red Cross, Wesley A. Sturges
Michigan Law Review
Red Cross is a term well known in the world at large; so is the heraldic emblem of the red cross on a white background. Many people in many lands use them to indicate and symbolize a variety of humanitarian purposes, principles and services. When the term is used as a proper name, generally it identifies an organization which is lawfully authorized to carry out those purposes and services under that name. Organizations by that name have been accorded exclusive authority to carry out the given humanitarian programs, exclusive authority to use the words, whether as a proper name or …
Partnerships - Partnership By Estoppel - Proof Of Reliance By Creditor Dealing With Persons In Belief Of Partnership, Allen Dewey
Partnerships - Partnership By Estoppel - Proof Of Reliance By Creditor Dealing With Persons In Belief Of Partnership, Allen Dewey
Michigan Law Review
Plaintiff telephone company sued to collect for local and long distance telephone service rendered through telephone number 196W. Defendant Walter R. Lehmann denied liability on the ground that the service was not furnished to him but to his son, Wayne R. Lehmann. The telephone was located in Wayne's business headquarters, a building on defendant's farm, over which hung a sign "W. R. Lehmann & Son-Dairy Cattle." Plaintiff carried the telephone in Wayne's .name for fifteen months, until, at Wayne's request, the listing was changed to W.R. Lehmann & Son. The change was made for the 1953 and 1954 directories, and …
Corporations - Shareholders - Delegation Of Director's Principal Duties Insufficient To Invalidate A Voting Trust, Gerald D. Rapp
Corporations - Shareholders - Delegation Of Director's Principal Duties Insufficient To Invalidate A Voting Trust, Gerald D. Rapp
Michigan Law Review
The directors of an intermediate unit in a string of holding companies caused the corporation's sole substantial asset, the stock representing control of a subordinate holding company, to be deposited in a voting trust. Most of these directors, serving one-year terms, comprised the majority of the trustees who were to serve for the life of the ten-year trust. This act served to insulate the lower companies from the control of plaintiffs who were majority shareholders of the top holding company. The plaintiffs sought an injunction restraining the use by the trustees of the stock controlled by the trust to effect …
Partnership - Partnership By Estoppel -Application To Tort Actions, Thomas Erickson S.Ed.
Partnership - Partnership By Estoppel -Application To Tort Actions, Thomas Erickson S.Ed.
Michigan Law Review
Plaintiff-motorist brought action against defendant who, it was alleged, owned a truck which was driven into the rear of the plaintiff's automobile. Defendant had arranged to take title to the truck from his son. The transfer was to be effective three days before the accident but was not in fact completed until after the accident. Defendant also had taken out insurance on the truck and had joined with his son in purchasing it and in taking out an ash-hauling license in which business the truck was used. Other trucks previously used in the business by defendant's son had been carried …
Corportations - Cumulative Voting, Classified Boards And Proportional Representation, William R. Luney S.Ed.
Corportations - Cumulative Voting, Classified Boards And Proportional Representation, William R. Luney S.Ed.
Michigan Law Review
In two recent decisions, Wolfson v. Avery and Janney v. Philadelphia Transportation Co., a constitutional provision guaranteeing to every corporate shareholder the right to cumulate his votes in an election of directors was construed in light of a statute authorizing the classification of directors and the election of only one class annually. In both, it was argued by a minority shareholder that the constitutional provision guaranteed him representation on the board proportional to his stock holdings, and that the classification statute, authorizing a reduction of the number of directors to be elected at each election, required a greater number …
Corporations - Liquidation Upon Deadlock In Closely-Held Corporation - Interpretion Of Wisconsin Statute, Strong V. Fromm Laboratories,, Paul Komives
Michigan Law Review
Plaintiff, as trustee of an estate, held fifty percent of the shares of a going corporation. An election to fill all four positions on the corporation's board of directors was held. Since a by-law required that directors be shareholders, plaintiff was the only member of his own faction for whom he could vote. The opposing faction, holding the remaining fifty percent of the shares, had four eligible candidates. Votes for each of the four were cast, with one receiving one vote less than the other three. Plaintiff voted all of his shares for himself and also cast a vote of …
Corporations - Appraisal Statutes - Elements In Valuation Of Corporate Stock, John C. Baity
Corporations - Appraisal Statutes - Elements In Valuation Of Corporate Stock, John C. Baity
Michigan Law Review
The purpose of this comment is to consider the elements of stock valuation generally applicable under the statutory appraisal remedies, and to analyze in some detail the interpretation of such a statute in one jurisdiction-Delaware.
Corporations - Promotion - Discharge Of Promoter's Liability As Bidder At A Bankruptcy Sale, John Morrow
Corporations - Promotion - Discharge Of Promoter's Liability As Bidder At A Bankruptcy Sale, John Morrow
Michigan Law Review
On October 1, defendant made the high bid at a bankruptcy sale of hotel properties as "Mr. Ash, trustee." Later that same day a certificate of incorporation was executed for a corporation with Ash as treasurer. On October 4 the proper corporate papers were filed with the secretary of state. On October 4 the receivers receipted for the earnest money deposit, the instrument acknowledging, as interpreted by the court, that the receivers would look to the corporation to complete the contract and would not look to Mr. Ash personally. On October 14, the referee confirmed the sale to "Mr. Ash, …
Corporations - Watered Stock - Rejection Of Statutory Obligation Theory, Michael Mcnerney S.Ed.
Corporations - Watered Stock - Rejection Of Statutory Obligation Theory, Michael Mcnerney S.Ed.
Michigan Law Review
Plaintiff, a judgment creditor of a corporation in which defendant was a stockholder, sued for the difference between the aggregate par value of the defendant's shares and the value of the consideration he paid to the corporation for them. After a verdict for plaintiff, the trial court granted a motion for a new trial. On appeal, held, affirmed. Liability of shareholders for watered stock is based on the misrepresentation theory in California, and there was no evidence that plaintiff relied on the stated capital in extending credit. Bing Crosby Minute Maid Corp. v. Eaton, (Cal. 1956) 297 P. …
Edwards: Big Business And The Policy Of Competition, Carl H. Fulda
Edwards: Big Business And The Policy Of Competition, Carl H. Fulda
Michigan Law Review
A Review of Big Business and the Policy of Competition By Corwin D. Edwards.
Corporations - Dividends - Date From Which Cumulative Dividends Accrue, Dudley Chapman
Corporations - Dividends - Date From Which Cumulative Dividends Accrue, Dudley Chapman
Michigan Law Review
Defendant corporation issued preferred stock in 1937 under a charter amendment which provided that such stock should " ... pay dividends at the rate of six percent ... , but when not so earned and paid, the dividends so provided shall be cumulative. Said dividends shall be paid annually beginning the Fifteenth (15th) day of March, 1938... " The plaintiff held 100 shares of defendant's preferred stock issued in 1945, and the above provision appeared on his certificate. During dissolution of the defendant in 1955, the plaintiff claimed cumulative dividends from 1938 as an innocent purchaser for value, basing his …
Business Associations - Uniform Limited Partnership Act - Corporation As A Limited Partner, Richard Singer
Business Associations - Uniform Limited Partnership Act - Corporation As A Limited Partner, Richard Singer
Michigan Law Review
The Port Arthur Trust Co., a Texas corporation, sought to enter into a limited partnership agreement as a limited partner. Its capital contribution was to be three trusts established by the prospective general partner wherein the trust company had been named trustee. The secretary of state refused to file the instrument creating the limited partnership on the grounds "that it was necessary for a corporation to have express charter powers" before it can, enter into a limited partnership, and that "a corporation is not a 'person' " within the meaning of the Texas Uniform Limited Partnership Act. The corporation then …
Corporations - Securities: Regulation - Parent Corporation As Insider Realizing Shortswing Profit, Allan L. Bioff
Corporations - Securities: Regulation - Parent Corporation As Insider Realizing Shortswing Profit, Allan L. Bioff
Michigan Law Review
Parent corporation, owning a majority of the outstanding voting securities of its subsidiary, sold 120,000 shares of the subsidiary's common stock. A substantial shortswing profit was realized on 4115 shares which had been purchased on the open market five months earlier. The sale, whereby the parent was to divest itself of control of its subsidiary, was made pursuant to an agreement between both companies and approved by a majority of the voting stock of each. Section 16 (b) of the Securities Exchange Act of 1934 provides that officers, directors and beneficial owners of more than ten percent of any class …
Corporations - Stockholders - Availability Of Federal Remedy As Basis For Denial Of Attorney Fees In Derivative Action, Jerome Prewoznik
Corporations - Stockholders - Availability Of Federal Remedy As Basis For Denial Of Attorney Fees In Derivative Action, Jerome Prewoznik
Michigan Law Review
Defendants were directors of Merritt, Chapman and Scott Corporation and of Montgomery Ward & Co., Inc. simultaneously. Plaintiff, a stockholder in Merritt, instituted a derivative suit to compel the resignation of defendants from their positions with Ward on the ground that an interlocking directorate existed making Merritt subject to criminal and civil prosecution under federal law. Defendants resigned before judgment. Plaintiff, arguing that its suit was the cause of the resignations and that Merritt was thereby benefited, moved for an award of counsel fees to be assessed against Merritt. Held, application for counsel fee denied. Plaintiff could have achieved …
Municipal Corporations - Zoning - Exclusion Of Churches From Residential Area, William R. Luney S.Ed.
Municipal Corporations - Zoning - Exclusion Of Churches From Residential Area, William R. Luney S.Ed.
Michigan Law Review
In two recent New York cases churches sought permits to use residential property for church purposes, including worship, social gatherings, construction of an adjacent parking lot, and, in one case, establishment of a school and playground. In each case the zoning board denied the permit on grounds that a church would change the residential character of the neighborhood, decrease the enjoyment of neighboring property, depreciate property values, and that the contemplated use of the property for other than worship was prohibited by the ordinance. The lower court upheld the decisions of both zoning boards. On appeal to the New York …
Corporations - Stockholder's Suit - Necessity Of Demand On Other Stockholders In Derivative Action, John C. Dowd
Corporations - Stockholder's Suit - Necessity Of Demand On Other Stockholders In Derivative Action, John C. Dowd
Michigan Law Review
In two related cases, a holder of common stock brought a derivative suit against the directors of his corporation claiming their illegal acts had deprived the corporation of assets. On defendants' motion to dismiss and for summary" judgment, held, judgment for the defendants. Plaintiff's failure to allege either that he had presented his claim to the stockholders at a stockholders' meeting or that a majority of the stockholders' votes were under the control of the directors defeated his action. Carroll v. New York, New Haven & Hartford R.; Glenmore v. Alpert, (D.C. Mass. 1956) 141 F. Supp. 456.
Agency - Apparent Authority - Liability Of Corporation On Unauthorized Note Of General Manager, Thomas A. Troyer
Agency - Apparent Authority - Liability Of Corporation On Unauthorized Note Of General Manager, Thomas A. Troyer
Michigan Law Review
Welch, the general manager, executive vice-president, treasurer, and director of petitioner corporation, requested that respondent, a salesman employed by the corporation, loan petitioner $25,000. Respondent complied, and Welch executed and delivered to respondent a note for the amount of the loan, signed by himself as vice-president and treasurer. After Welch had appropriated the money to his own uses, respondent obtained a judgment by confession against petitioner on the note. On trial of a petition to open the judgment, held, dismissed. Welch had acted with apparent authority in giving respondent petitioner's note, respondent had reasonably relied upon this appearance in …
Corporations - Ultra Vires Act - Effectiveness Of Action By Informal Meeting Of Board Of Directors, Guy Maxfield
Corporations - Ultra Vires Act - Effectiveness Of Action By Informal Meeting Of Board Of Directors, Guy Maxfield
Michigan Law Review
Defendant insurance company issued a policy on the life of the president of plaintiff corporation with the corporation named as beneficiary. The president, his wife in the capacity of secretary-treasurer, and son were the sole stockholders of the corporation. Pursuant to a divorce agreement between the president and his wife, a part of the insurance policy was assigned to the wife at an informal board of directors' meeting with the concurrence of the wife and son. The president died and his stock was sold to the present stockholders. The corporation then sued the insurance company to collect the full amount …