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SECTION 48. Power of promoter to make contract for corporation after

complete organization.....

............. 78

49. Liability imposed upon corporation by act of incorpora-

tion, or articles of association...............

50. Assumption of liability by the fully organized corporation. 80

51. Status of promoter's contract pending action of cor-

poration...........................................

52. Status of subscription agreements pending action of cor-

poration. .....................

53. Assumption of liability by agreement of corporation....

54. The act of assumption......

55. Necessity of consideration.......

56. Liability of corporation resulting from acceptance of

benefit of promoter's contract..

57. Enforcement at law or in equity.......

58. Lord Cottenham's Rule.........

..... 102

59. Obligation of corporation to pay for services in procuring

contracts accepted by it........

..... 107

60. Materiality of circumstance that original contract made

by less than majority of incorporators.

..... 109

61. Acceptance must be with full knowledge. .............. 110

62. Liability of corporation accepting benefit of contract not

contemplating performance by it.........

..... 112

63. The same subject.-Contracts of a continuing nature..

64. The same subject.-Amended contracts......

114

65. The same subject.-Express adoption........ ..... 116

66. The same subject.- Obligations cast upon assignee by

terms of contract.......

.....

117

67. The same subject.-Where corporation is organized to

escape existing obligations......

68. Liability of the corporation as affected by nature of par-

ticular agreement............

.....

69. Varying written agreement of promoter............

70. Subscription agreements..

71. Notice to promoter as notice to the corporation.

72. Admissions of promoter.

73. Enforcement by corporation of contract made by promoter 130

74. Right of corporation to conveyance of property purchased

for it by promoter....

... 135

75. Effect of instrument naming projected corporation as

grantee. ................

.............. 136

76. Title to property which corporation is expressly organ-

ized to acquire........

..... 139

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PAGE.

SECTION 131. Introductory. ...

......... 271

132. Waiver of disclosure.......

271

133. Defense that shares issued to promoter had no value.... 272

134. Defense that promoter guaranteed obligations of the cor-

poration. .....

.......... 273

135. Defense that profits of promoter were invested in notes

of corporation...................................... 274

136. Defense that profits were returned to co-promoter...... 274

137. Defense that promoter surrendered securities to cor-

poration. ................

.......... 274

138. Compromise between corporation and vendor no defense

to promoter .............

........... 275

139. Defense that judgment sought would compel promoter

to pay more than his share of damages..

276

140. Defense that other guilty promoters would be benefited

by recovery.......

.......... 277

141. Defense that defrauded syndicate in turn defrauded cor-

poration. ... .........

.......... 279

142. Defense that corporation was itself guilty of fraud...... 279

143. Defense that moneys taken by promoter were acquired by

corporation in an unlawful manner.........

144. Defense that plaintiff suing as minority stockholder ac-

quired his shares in violation of statute..

145. Defense of participation, or acquiescence, of plaintiff

stockholder, or his assignor............ ......... 283

146. Defense that subscribers had no knowledge of promoter's

subscription and were not misled thereby............ 285

147. Reorganization of corporation as defense.....

148. Defense of assignment of company's claim against pro-

moter. ................

149. Defense of ulterior purpose on part of plaintiff ........

150. Defense of settlement with majority stockholders.... 289

151. Statute of limitations........

........ 290

152. Laches. ...

291

153. Corporation not chargeable with laches until after

knowledge. ..........

............ 292

154. What is unreasonable delay........

......... 293

155. Persons whose knowledge may be charged to corporation 295

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OF SUITS BY, OR ON BEHALF OF, THE CORPORATION.

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