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Parties-(Continued).

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. § 7574.

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. §§ 3481-3515.

corporation as party to suit in equity. § 4156.

Part payment.

See LIMITATIONS, STATUTE OF.

Partnership.

distinguished from corporation. § 13.

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Partnerships.

See REORGANIZATION; LIABILITY; PROMOTERS.
Patrons of husbandry.

organization of. $ 169.
Payment.

See DIVIDENDS; SHARES, subd. I.

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.
Persons.

See CORPORATIONS.
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.
Pleadings.

See ACTIONS; PROCEDURE.
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.

Pleadings-(Continued).

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. §§ 1823–1835.

questions of in actions to charge stockholders. §§ 3625-3645.

questions of in creditors' suit. §§ 3526-3533.

estoppel to plead ultra vires. §§ 6015-6024.

Pleas.

See PLEADINGS.

of dissolution of corporation. § 7630.

of non est factum by a corporation. § 7632.

Pledgee.

See PLEDGES.

of shares, remedies of. § 2656.

Pledges.

See MORTGAGES; SHARES.

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

nature of a pledge: delivery essential. § 2615.

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.

§ 2625.

taking such a pledge from a married woman.
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.

2629.

status of the pledgee where the debt has been paid.

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.

Pledges-(Continued).

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

creditor. § 2635.

§ 2637.

power of a pledgee to pass title to innocent purchaser. § 2636.
purchasers with notice take subject to rights of pledgor.
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. § 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.

Pledges-(Continued).

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. § 5470.

nature and extent of the police power. § 5471.

in respect of the police power corporations stand on the same footing as indi-
viduals. § 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. § 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 inter.

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.

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