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TABLE OF CONTENTS.
CHAPTER I.
OF PROMOTERS GENERALLY.
SECTION 1. Introductory. . .
2. Judicial acceptance of the term promoter.
3. Definitions of the term...
4. Circumstances that give rise to the relation.
5.
6.
7.
Sharing promoter's profits....
Carrying on promotion by agents.
Acting as vendor, vendor's agent, etc..
8. Bankers and solicitors, not promoters..
9. Subscribers for shares, not promoters.
10. Promoter's partners as promoters..
11. Corporations as promoters....
PAGE.
1
2
4
6
9
11
12
13
14
15
16
21
12. Use of the word promoter in America.
13. Meaning and effect of the term.
14. Fiduciary relation....
15. Inception of the relation...
16. The same subject.-Purchase of property with view to re-
sale to corporation.....
17. The same subject.-Taking step in organization of cor-
poration.
18. The same subject.-An illustrative case...
19. Termination of the relation.....
CHAPTER II.
OF AGREEMENTS FOR THE PROMOTION OF CORPORATIONS.
SECTION 20. Introductory. ...
21. Validity of agreements to organize corporation to pur-
chase specific property....
22. Unenforceable agreements...
23. Validity of agreements for employment...
36
38
39
40
41
SECTION 24. Invalid agreements for employment.....
25. Validity of agreements for election of officers.
26. Agreements for division of shares.....
27. Agreements for control of corporation.
28. Property rights pending promotion..
29. Promoters' certificates....
30. Interpretation of agreements for sale of property to cor-
poration...
31. Performance of agreements for sale of property to cor-
32. Donating shares to the treasury..
33. Interpretation of agreements relating to promoter's com-
pensation.
47
34. Interpretation of agreements for division of profits of
promotion, or shares of corporation.....
49
35. Interpretation of agreements restricting sale of shares... 55
......
38. Specific performance where corporation has not been or-
ganized.
.....
57
39. Specific performance after corporation has been organized 58
40. Actions of accounting...
41. Action to compel corporation to issue shares...
42. Actions for damages.-Definiteness of agreement...
43. Measure of damages..
44. Action to recover property conveyed, or value thereof..
45. Actions to enforce mechanics' liens.....
CHAPTER IV.
OF CONTRACTS MADE FOr the CorpORATION BY ITS PROMOTERS.
SECTION 46. Power of promoter to make contract for corporation.... 74
47. Power of promoter to make contract for corporation after
granting of charter.....
77
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. . . .
79
83
52. Status of subscription agreements pending action of cor-
85
53. Assumption of liability by agreement of corporation.... 88
54. The act of assumption......
92
59. Obligation of corporation to pay for services in procuring
contracts accepted by it....
by less than majority of incorporators..
... 107
60. Materiality of circumstance that original contract made
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.... 114
64. The same subject.-Amended contracts....
65. The same subject.-Express adoption..
66. The same subject.-Obligations cast upon assignee by
terms of contract..
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...
71. Notice to promoter as notice to the corporation...
125
72. Admissions of promoter......
129
73. Enforcement by corporation of contract made by promoter 130
74. Right of corporation to conveyance of property purchased
for it by promoter....
75. Effect of instrument naming projected corporation as
grantee. ...
76. Title to property which corporation is expressly organ-
ized to acquire....
139
SECTION 77. Liability of promoter on contract made for corporation.. 139
78. Liability of promoter after obligations are assumed by
corporation.
79. Enforcement of contract by promoter.
80. Pleading the promoter's contract..
CHAPTER V.
OF PROMOTION EXPENSES.
144
147
149
84. Compensation for services..
154
159
85. Compensation of fraudulent promoters.
86. Compensation for services in obtaining subscriptions.... 160
87. Amount of compensation by whom fixed......
88. Compensation of persons employed by the promoters.... 165
....
161
170
90. Basis of rule against secret profits.
171
91. Manner of taking profit immaterial.
92. Taking shares as compensation....
174
175
93. Taking commission or other compensation on sale to
176
94. Accepting gift of money, qualifying shares, or other thing
of value......
178
95. Profit made by purchase and resale to corporation..
96. Secret collateral agreements.....
97. Profits made in sustaining the market.
183
98. Other collateral profits...
184
99. Profits of business carried on with existing concern pend-
ing incorporation.....
100. Absence of dishonest intent, or of injury to the corpora-
tion, immaterial.....
101. Distinction between "secret profits," and sale of pro-
moter's property to corporation....