President of Rockville v. Van Ness

| U.S. Circuit Court for the District of District of Columbia | Apr 15, 1824

The CoüRt

(nem. con.) refused to receive the evidence offered, saying, that as the defendant was a real original subscriber to the company, and was one of the commissioners for receiving the said subscriptions, and was elected one of the managers of the said company, and acted as such, in virtue of the said election, it was not competent for him, in this action, to object that a sufficient number of shares had not been subscribed to justify such election.

The Court also (nem. (on.) was of opinion that the commissioners’ book of subscriptions is primé facie evidence that the subscriptions were genuine, or made by persons duly authorized, and that the fact that the defendant was elected one of the managers by the stockholders, and acted as such, is primé facie evidence of an admission, on his part, of the existence of the corporation.

That directors de facto, of a corporate body, are to be considered primé facie as directors de jure, and that it was not incumbent on the plaintiff to prove that the managers were elected by a majority of votes.

That it is not competent for any stockholder to make the objection to the existence of the corporation, inasmuch as they have chosen the president and managers; and have had all the benefits of the corporation. They cannot now set up as a defence their own want of power.

Verdict for the plaintiff, $1,405 with interest, &e.

The defendant took a bill of exceptions, but did not prosecute a writ of error.