notice. The promoters, it has been said, are under such circumstances practically the corporation. 6 Notice given to a single promoter may become notice to the corporation if the promoter, after the organization of the corporation, becomes one of its agents or officers, and as such acts for the corporation with knowledge of the facts in mind. 5. Federal.-Nat'l Conduit Mfg. Co. v. Conn. Pipe Mfg. Co., 73 Fed. Rep. 491, 495; York Mfg. Co. v. Brewster, 174 Fed. Rep. 566, 98 C. C. A. 348; Simmons Creek Coal Co. v. Doran, 142 U. S. 417, 435, 436, 35 L. Ed. 1063; Wilson Coal Co. v. United States, 188 Fed. Rep. 545, 110 C. C. A. 343; Seeger Refrigerator Co. v. American Car & Foundry Co., 171 Fed. Rep. 416, 424, affirmed, (sub. nom. American Car & Foundry Co. v. Seeger Refrigerator Co.), 178 Fed. Rep. 278, 101 C. C. A. 542. Arkansas.-Carter V. Gray, 79 Ark. 273, 283, 96 S. W. 377, 380. Colorado.-Franklin Mining Co. v. O'Brien, 22 Colo. 129, 141-142, 43 Pac. 1016, 1020, 55 Am. St. Rep. 118. Idaho.-Henry Gold Mining Co. v. Henry, 25 Idaho 333, 137 Pac. 523. Illinois.-Davis & Rankin Bldg. Co. v. Colusa Dairy Ass'n, 55 Ill. App. 591. Indiana.-Davis & Rankin Bldg. & Mfg. Co. v. Vice, 15 Ind. App. 117, 43 N. E. 889. Kentucky.-Waddy Blue Grass Cr. Co. v. Davis & Rankin Bldg. & Mfg. Co., 103 Ky. 579, 20 Ky. L. R. 259, 45 S. W. 895; Middleton v. Same, 20 Ky. L. R. 263, 45 S. W. 896. Maryland.-Hoffman Steam Coal Co. v. Cumberland Coal & Iron Co., This is 16 Md. 456, 470-472, 77 Am. Dec. 311. Minnesota.-Mercantile Nat'l Bk. v. Parsons, 54 Minn. 56, 55 N. W. 825, 40 Am. St. Rep. 299. Mississippi.-Holloway & McRaney Co. v. Brame, 83 Miss. 335, 36 So. 1. New Jersey.-Ransom v. Brinkerhoff, 56 N. J. Eq. 149, 162-163, 38 Atl. 919, reversed, sub nom. Brinkerhoff v. Ransom, 57 N. J. Eq. 312, 41 Atl. 725. Volunteer New York.-Thorn v. St. Gregory Hosp., 59 Misc. 442, 110 Supp. 931; McElwee Mfg. Co. v. Trowbridge, 62 Hun 471, 17 Supp. 3, 43 N. Y. St. R. 238; Cumberland Coal Co. v. Sherman, 30 Barb. 553. Texas.-Texas Loan Agency v. Hunter, 13 Tex. Civ. App. 402, 409, 35 S. W. 399. And see Utah Black Marble Co. v. American Marble & Onyx Co., 43 Utah 68, 133, Pac. 472, where the promoters attempted to escape their obligations by a transfer to the corporation. See also Freeman V. Watts, 20 Det. Legal News 81. See ante, § 67, but see § 46. 6. Sondheimer v. Graeser, 72 Ill. App. 41, affirmed, 172 Ill. 293, 50 N. E. 174, but see ante, § 46. undoubtedly the rule in those jurisdictions which hold that notice 72 Fed. Rep. 62; Pearce v. Sutherland, 3 Alaska 303. Idaho.-California, etc., Min. Co. v. Manley, 10 Idaho, 786, 81 Pac. 50, appeal dismissed for want of jurisdiction, 203 U. S. 579, 51 L. Ed. 326, 27 Sup. Ct. 779. Iowa.-Bobzin v. Gould Balance Valve Co., 140 Iowa 744, 118 N. W. 40. Pennsylvania.-Girard V. Case Bros. Cutlery Co., 225 Pa. 327, 329, 74 Atl. 201. South Dakota.-Huron Printing & Bindery Co. v. Kittleson, 4 S. D. 520, 57 N. W. 233; Chase v. Redfield Creamery Co., 12 S. D. 529, 81 N. W. 951. Texas.-Woodward V. San Antonio Traction Co., 95 S. W. 76, citing Clark & Marshall on Private Corporations, § 724. Wyoming.-Grand Rapids Furniture Co. v. Grand H. & O. H. Co., 11 Wyo. 128, 70 Pac. 838, 72 Pac. 687. United Kingdom and Colonies.Re Slobodinsky, 1903, 2 K. B. 517. Some authorities hold that where the promoter has a personal interest in that he is attempting to shift to the corporation his responsibility for the performance of a contract made by him as promoter, his knowledge is not notice to the corporation. Weatherford M. W. & N. W. Ry. Co. v. Granger, 86 Tex. 350, 358, 24 S. W. 795, 798, 40 Am. St. Rep. 837; Jones v. Smith, (Tex.), 87 S. W. 210, 212, and see Ropes v. Nilan, 44 Mont. 238, 119 Pac. 479. Other authorities hold that the personal interest of the promoter is immaterial; that he may, as an officer of the corporation, act for it in assuming responsibility for the performance of a contract made by him as promoter, and that the knowledge acquired by him as promoter is notice to the corporation. Mesinger v. Mesinger Bicycle Saddle Co., 44 N. Y. App. Div. 26, 60 Supp. 431; Oakes v. Cattaraugus Water Co., 143 N. Y. 430, 38 N. E. 461, 62 St. Rep. 445, 26 L. R. A. 544, (two judges dissenting); Girard v. Case Bros. Cutlery Co., 225 Pa. 327, 74 Atl. 201; Chase V. Redfield Creamery Co., 12 S. D. 529, 81 N. W. 951, and see ante, § 53. The promoter's knowledge cannot be charged to the corporation, if he is, while an officer of the corporation, also acting for the other party to the transaction. Rockport Coal Co. v. Carter, 157 Ky. 555, 163 S. W. 734. Cf. § 53, ante. The mere fact that the promoter afterwards became an officer of the company would not charge it with notice of all facts of which he had knowledge, as it cannot be presumed that he communicated any fact to the company unless he acted for it in relation thereto or it in some way became his duty to notify the corporation. See The Admiral, 1 Fed. Cas. 179, 8 Monthly Law Rep. N. S. 91; Sullivan v. Detroit Y. & A. A. R. Co., 135 Mich. to the agent is notice to the principal, if the facts were present in the agent's mind when acting for the principal, though the notice was given before the commencement of the agency. Some jurisdictions, however, follow a rule that, to visit the principal with constructive notice, it is necessary that the knowledge of the agent should have been acquired in the course of his employment.9 661, 98 N. W. 756, 64 L. R. A. 673, 106 Am. St. Rep. 403. And see Red River Valley Land & Inv. Co. v. Smith, 7 N. D. 236, 74 N. W. 194. Cf. Girard v. Case Bros. Cutlery Co., note 11, infra. 8. Some of the jurisdictions which apply this rule are: Federal.-The Distilled Spirits, 11 Wall. 356, 20 L. Ed. 167; Davis Imp. Wrought Iron W. W. Co. v. Davis Wrought Iron W. Co., 20 Fed. Rep. 699. Colorado.-Campbell v. First Natl. Bank of Denver, 22 Colo. 177, 43 Pac. 1007. North Dakota.-Red ley Land & Inv. Co. v. Smith, 7 N. D. 236, 74 N. W. 194. Tennessee.-Union Bank v. Campbell, 4 Humph. 394. Vermont.-Hart v. Bank, 33 Vt. One might well expect that it would in such jurisdictions be held that knowledge acquired by a promoter before the organization of the corporation, cannot be attributed to the corporation because the promoter afterwards became one of its directors or officers and acted for the corporation with the facts in mind. In Pennsylvania, however, where the rule is strictly adhered to that the principal is only chargeable with notice of such matters as come to the knowledge of the agent in the course of his agency,10 it is held that "the knowledge of the principal promoters of a corporation, who acquire their knowledge as such promoters, and who on the organization become officers and directors, is the knowledge of the corporation.” 11 § 72. Admissions of promoter. The admissions made by the promoters are not ordinarily binding on the corporation or admissible in evidence against it 12 but it has been said that "where a corporation adopts and acts on the negotiations and inchoate contracts of the promoters who formed it, their acts and declarations, so far as they would have been competent against themselves, are competent against the corporation." 18 v. But as to promoters, see Girard v. 10. Houseman v. Girard Mutual Banking, etc., Asso., 81 Pa. 256; Gilkeson v. Thompson, 210 Pa. 355, 359, 59 Atl. 1114, and cases cited. 11. Girard v. Case Bros. Cutlery Co., 225 Pa. 327, 329, 74 Atl. 201. Cf. note 7, supra. 12. McCallum V. Purssell Mfg. Co., 1 N. Y. Supp. 428, and see Nahoum v. Marcoglou & Co., 146 N. Y., Supp. 1063. 13. Abbott's Trial Evidence, p. 45, § 52; (2nd. ed., p. 56, § 52), Quoted in Raegener v. Brockway, 58 N. Y. App. Div. 166, 171, 68 Supp. 712, aff'd, 171 N. Y. 629, 63 N. E. 1121. § 73. Enforcement by the corporation of contract made by the promoter. A contract made by the promoters on behalf of a projected corporation may, after the corporation has been organized and the obligations of the contract assumed, be enforced at the suit of the corporation.14 V. 14. Federal.-Cook Sterling Electric Co., 150 Fed. Rep. 766, 80 C. C. A. 502. California.-Scadden Flat Gold Min. Co. v. Scadden, 121 Cal. 33, 53 Pac. 440. Idaho.-Henry Gold Min. Co. v. Henry, 25 Idaho 333, 137 Pac. 523; Olympia Min. & Mill. Co. v. Kerns, 24 Idaho 481, 135 Pac. 255. Indiana.-Smith v. Parker, 148 Ind. 127, 45 N. E. 770. Minnesota.-Crow River Valley Creamery Co. v. Strande, 104 Minn. 46, 115 N. W. 1038. Missouri.-Richard Brown & Son Co. v. Bambrick Bros. Const. Co., 150 Mo. App. 505, 131 S. W. 134. New York.-Cummings v. Brown, 122 App. Div. 505, 107 Supp. 498. Oregon.-See dissenting opinion of Watson, C. J. in Kelly v. Ruble, 11 Or. 75, 103, 4 Pac. 593. Pennsylvania.-Snow v. Thompson Oil Co., 59 Pa. 209. Texas.-Bonham Cotton Compress Co. v. McKellar, 86 Tex. 694, 26 S. W. 1056. West Virginia.-Gas Co. v. Elder, 54 W. Va. 335, 46 S. E. 357. United Kingdom and Colonies.Bedford & Cambridge Ry. Co. v. Stanley, 2 Johns & H. 746. Note to Oakes V. Cattaraugus Water Co., 26 L. R. A. 544, 551. V. Cf. Star Corn Millers Soc. Moore, 81 L. T. 171; also Florida Coca Cola Bottling Co. v. Ricker, 136 Ga. 411, 71 S. E. 734. The corporation cannot compel performance unless it is organized within a reasonable time. Olympia Min. & Mill Co. v. Kerns, 24 Idaho 481, 135 Pac. 255. Specific performance has been refused on the ground that the plaintiff corporation was not organized in the state contemplated by the agreement. Olympia Min. Co. v. Kerns, 13 Idaho 514, 91 Pac. 92; same v. same, 15 Idaho, 371, 97 Pac. 1031. Cf. § 17, ante. A cause of action against an agent of the promoters for a breach, before the corporation came into existence, of his contract with the promoters does not pass to the corporation in the absence of an assignment. Swarthmore Lumber Co. v. Parks, 72 W. Va. 625, 79 S. E. 723. The corporation may enforce subscriptions obtained by the promoters before its organization. California.-Mahan v. Wood, 44 Cal. 462; Western Development Co. v. Emery, 61 Cal. 611; Marysville Electric, etc., Co. v. Johnson, 93 Cal. 538, 29 Pac. 126, 27 Am. St. R. 215, 109 Cal. 192, 195, 41 Pac. 1016, |