Imágenes de páginas

doctrine that a person not a stockholder cannot be joined with a stockholder.

§ 4573.
2. Parties defendant.

general considerations. $ 4577.
when the corporation must be made a party defendant. $ 4578.
in contests between stockholders and third persons. § 4579.
exception where the corporation is dissolved or in liquidation. $ 4580.
when the directors must be made parties defendant. $ 4581.
whether the directors must be joined or may be sued separately. $ 4582
whether the shareholders must be made parties defendant. $ 4583.
necessary parties refusing to join as plaintiffs may be joined as defendants.

§ 4584.
when third parties must be joined as defendants. $ 4585.
third persons must be joined if their interests will be affected by the decree.

§ 4586.
when third parties need not be joined. $ 4587.
corporation must be brought in by process or publication. $ 4588.
when stockholders allowed to defend for the corporation. § 4589.
when stockholders not allowed to appear and defend. $ 4590.

when decree executed against those who were not parties. $ 4591.
3. To actions by and against corporations.

corporation when a necessary plaintiff. $ 7566.
corporations as joint plaintiffs. $ 7567.
when corporation a defendant in actions at law. $ 7568.
joinder of several corporations as defendants. $ 7569.
when corporation is a necessary party defendant in equity. $ 7570.
is a necessary party when holder of legal title, $7571.
corporation when not a necessary party defendant. $ 7572.
directors parties to actions affecting the trust reposed in them. $ 7573.
president when a necessary party and when not. 87574.
directors, trustees, officers, agents, etc., when not necessary or proper parties

§ 7575.
when receivers entitled to be made parties. $ 7576.
when stockholders may be parties defendant. $ 7577.
further of this subject. $7578.
stockholders for the corporation. $ 7579.
statutory exceptions permitting stockholders to be summoned. $ 7580.
other views as to the joinder of stockholders as defendants. $ 7581.
stockholders when not necessary parties defendant. $ 7582.

what objections may be raised by one having no right to plead. $ 7583.
4. Miscellaneous.

to actions to enforce payment of dividends. $2231.
to proceedings by creditors against stockholders. 88 3481-3515.

corporation as party to suit in equity. § 4156.
Part payment.

distinguished from corporation. $ 13.


Patrons of husbandry.

organization of. $ 169.


of shares of stock. See SHARES.
Personal property.
power of corporation to take, hold, and transfer. See CORPORATE POWERS,

subd. 6.
shares regarded as. 8 1066.

in what sense corporations are. § 11.
corporations are persons within attachment laws. $ 7790.

foreign corporations are deemed persons when. 8 7900.
Pipe lines.

organization of pipe line company. $ 170.

1. In actions by slockholders.

manner of alleging fraud. § 4595.
manner of alleging negligence and mismanagement. 4596.
allegations of injury or damage. § 4597.
offering to restore what the corporation has received. $ 4598.
allegations of bills to set aside sales of corporate property by the directors.

§ 4599.
amending bill by corporation so as to make it a bill by the members. § 4600.
rule that legal capacity to sue must be raised by demurrer or answer. $ 4601.

multifariousness. & 4602.
2. In actions by and against corporations.

variance in respect of corporate name. § 7608.
what variance immaterial. 87609.
misnomer and identity in case of corporations having similar names. 8 7610.
variance created by using names of the trustees. $ 7611.
misnomer in actions by or against joint-stock companies and unincorporated

associations. $ 7612.
misnomer must be pleaded in abatement. $ 7613.
misnomer amendable. $7614.
effect of amendment where corporation is sued in wrong name. § 7615.
declaring on obligations issued by corporations. $ 7616.
not necessary to aver that corporation had power to make the contract sued on.

§ 7617.
qualifications of the foregoing. $7618.
pleading of the defense of ultra vires. $ 7619.
not necessary to aver election, qualification, appointment, etc., of officer or

agent. $ 7620.
charter, when a private act, to be pleaded and proved. $7621.
declarations upon statutes other than charters. $ 7622.


statements before justices of the peace. $ 7623.
pleading in actions on by-laws, $ 7624.
declarations against corporations for improper or abusive exercise of statutory

powers. $ 7625.
corporations plead and answer, how. $ 7626.
non-joinder of corporation plaintiff pleadable in abatement. $ 7627.
corporation may plead to the jurisdiction by attorney. $ 7628.
stage of proceedings at which it may so plead. $ 7629.
plea of the dissolution of the corporation. $ 7630.
plea of non est factum by a corporation. $7631.
verification of pleadings by corporations. $7632.
allegation of citizenship of corporations for purposes of Federal jurisdiction.

$ 7633.
3. Miscellaneous.

In quo warranto proceedings. See Quo WARRANTO.
in action by corporation for assessments. $S 1823-1835.
questions of in actions to charge stockholders. $S 3625–3645.
questions of in creditors' suit. 88 3526–3533.

estoppel to plead ultra vires. SS 6015-6024.

of dissolution of corporation. $ 7630.

of non est factum by a corporation. $7632.


of shares, remedies of. $ 2656.

1. Of shares, nature and incidents of the contract.

nature of a pledge: delivery essential. 82615.
distinction between a pledge and a mortgage of shares. $ 2616.
mortgage of shares with possession retained by mortgagor. $ 2617.
illustrations of pledges of shares. § 2618.
title how vested after a pledge. $ 2619.
sense in which an equitable title passes to the pledgee. $ 2620.
notice to the corporation not necessary to a valid pledge. $ 2621.
pledge of corporate stock must be in writing. $ 2622.
absolute transfer may be shown by parol to be a pledge. $ 2623.
incidental rights of the pledgee. § 2624.
taking such a pledge from a married woman. $ 2625,
effect of pledge upon lien of corporation. $ 2626.
construction of particular agreements of pledge. $ 2627.
illustration of an instrument held to be neither a pledge nor a mortgage. $2628.

status of the pledgee where the debt has been paid. 2629.
2. Validity as against third parties.
assignment in pledge without delivery not good against creditors without notice.

§ 2633.
rights of attaching creditors of pledgor. $ 2634.

illustration of an attempted pledge by a writing not good against a judgment

creditor. § 2635.
power of a pledgee to pass title to innocent purchaser. § 2636.
purchasers with notice take subject to rights of pledgor. $ 2637.
what imports notice: addition of the word “trustee.” § 2638.

lis pendens. $2639.
3. Returning the identical certificate.

a right to shares is not a right to certificates of a particular number. $ 2642.
pledgee or trustee not bound to hold the identical certificates. $ 2643.
further of this subject. § 2644.
illustration: pledgee returning similar shares, though not the identical certifi.

cate. $ 2645.
analogous holdings as to the identity of shares. & 2646.
distinction between shares of stock pledged to secure a debt and fungibles in

the Scotch law. $ 2647.
rule not applicable to the case of shares of different values or kinds. $ 2648.
pledgee liable if he does not keep on hand the same kind and number of shares.

$ 2649.
custom to re-hypothecate or otherwise use the pledge. $ 2650.
doctrine that pledgee bound to return identical certificate. § 2651.
grounds of these conflicting theories. & 2652.

pledgee no right to sell before maturity. § 2653.
4. Enforcing the contract.

ordinary remedies of pledgee. § 2656.
his right of action. $2657.
effect of the statute of limitations. & 2658.
right of pledgee to sell stocks or bonds. $2659.
whether the pledgee bound to sell. § 2660.
pledgee bound to use diligence in realizing upon the security. § 2661.
must not sell more than necessary to pay debt. § 2662.
whether a mortgagee is bound to see to enforcing contract of sale. $ 2663.
when the pledgee must collect and not sell. § 2664.
interpretation of express powers of sale. & 2665.
express authority as to sale excludes implied authority. $ 2666.
effect of authority to sell at board of brokers. 8 2667.
notice and mode of sale. & 2668.
doctrine that where the pledgee purchases the pledge at his own sale there can

be no conversion. & 2669.
power to sell without notice not a power to sell without demand. § 2670.
custom of selling at private sale without notice void. § 2671.
this right to notice may be waived by contract. § 2672.
notice to redeem not necessary where time of payment fixed. $ 2673.
circumstances dispensing with special notice. $ 2674.
pledgor cannot require sale to take place at any particular time. $ 2675.
rights of the parties in the case of a sale of the pledge pending an appeal and

before reversal. & 2676.
pledgee cannot purchase at his own sale. § 2677.
equitable relief in such case to pledgor. § 2678.


pledgee can purchase at a judicial sale. 2679.
sale of the securities under a decree of court. § 2680.

obligation of corporation to transfer to purchaser. § 2681.
5. Action by pledgor for conversion.

tender of amount by pledgor not necessary to action. § 2684.
but pledgee may recoup such indebtedness. $2685.
pledgee may show that the transfers were fictitious. § 2686.
pleading precedent of a good count in trover for a share certificate. $2687.
another precedent. $ 2688.

measure of damages in such cases. § 2689.
Police power.
Exercise of over corporations.

general statement. 8 5470.
nature and extent of the police power. $ 5471.
in respect of the police power corporations stand on the same footing as indi.

viduals. 8 5472.
the police power extends to the reasonable regulation of corporations. $ 5473.
is involved in the visitorial power of the State over corporations. $ 5474.
extends to the judicial dissolution of corporations for insolvency, abuse of fran.

chises, violations of law, etc. 8 5475.
and to compelling the performance of their public duties. $ 5476.
imposing penalties for violating charter provisions. $ 5477.
police regulations must be reasonable and necessary. $ 5478.
illustrations of unreasonable police regulations of corporations. $ 5479.
exercised within wide limits of legislative discretion. $ 5480.
this power not in conflict with the exclusive power of Congress to regulate intere

state commerce. $ 5481.
restricting or prohibiting the manufacture and sale of intoxicating liquors.

$ 5482.
punishing the sale of adulterated foods and drinks. $ 5483.
regulation of water supply in cities. $ 5484.
prescribing fire limits in cities. $ 5485.
control of cemeteries. $ 5486.
excluding cattle infected with contagious diseases. $ 5487.
suppression of gambling, lotteries, etc. $ 5488.
abrogation of lottery franchises. $ 5489.
employment of women and children, and limiting hours of labor in factories.

$ 5490.
regulation of contracts between employer and employé. § 5491.
decisions overthrowing such statutes. $ 5492.
further of these decisions. $ 5493.
continued. § 5494.
decisions affirming such statutes. $ 5495.
whether the legislature can exercise this power under a reserved power of alter-

ing and amending charters. § 5496.
lsborers' lien laws. $ 5497.
regulations of corporations using agencies protected by United States patents.

$ 5498.

« AnteriorContinuar »