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ROSE'S NOTES

COMPLETELY REVISED EDITION

1917

Showing the present value as authority of all cases in this volume of reports as disclosed by all subsequent citations in the Federal and State courts, including

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with duplicate references to Am. Dec., Am. Rep., Am. St. Rep., Ann. Cas. (American and English), L. R. A., N. C. C. A., and the Reporter System.

POSES.

NOTES

ON THE

UNITED STATES REPORTS.

185 UNITED STATES.

185 U. S. 1-26, 46 L. Ed. 773, 22 Sup. Ct. 531, TULARE IRRIGATION DISTRICT V. SHEPARD.

The requisites to constitute a de facto corporation are three (1) A charter or general law under which such corporation might be lawfully organized; (2) An attempt to organize thereunder; (3) Actual user of the corporate franchise.

Approved in Kardo Co. v. Adams, 231 Fed. 967, holding evidence showed plaintiff was de facto corporation and its legality could not be attacked in suit by it for infringement; American Ball Bearing Co. v. Adams, 222 Fed. 977, 978, holding plaintiff neither a corporation de jure nor de facto and not entitled to sue; In re Western Bank etc. Co., 163 Fed. 719, bank and trust company held to be corporation de facto; Whipple v. Tuxworth, 81 Ark. 399, 400, 99 S. W. 89, holding improvement district was corporation de facto; Jaques v. Board of Supervisors of Yuba County, 24 Cal. App. 383, 141 Pac. 405, holding reclamation district was corporation de facto; Swofford Bros. Dry Goods Co. v. Owen, 37 Okl. 620, 133 Pac. 195, mercantile company held to be corporation de facto, and stockholders not liable for debts as partners; Louisville etc. R. Co. v. Western Union Tel. Co., 207 Fed. 13, 124 C. C. A. 573, arguendo.

What constitutes a corporation de facto. Note, 118 Am. St. Rep. 254.

General rule is that no one but State can call into question the existence of a de facto corporation.

Approved in Allen v. Rhodes, 230 Fed. 324, holding stockholders of de facto corporation liable to creditors of corporation; Haese v. Heitzeg, 159 Cal. 575, 114 Pac. 818, defendant in quiet title suit is not estopped to rely on deed from irrigation district, by subsequent decree that district was never validly organized; Marion Trust Co. v. Bennett, 169 Ind. 358, 124 Am. St. Rep. 228, 82 N. E. 786, where special act authorizing insurance company to increase its capital stock was void, contract (1051)

of subscriber for stock was unenforceable by receiver of corporation; Morgan's Louisiana etc. R. etc. Co. v. White, 136 La. 1080, 68 South. 132, in suit to enjoin collection of municipal tax, tax could not be contested on ground the city was organized under unconstitutional law; Mitchell v. Carter, 31 Okl. 597, 122 Pac. 692, holding validity of adoption of charter cannot be determined in mandamus proceeding brought by person elected under charter.

A de facto corporation receiving full consideration for its bonds is estopped to deny legality of its incorporation.

Approved in Board of Commrs. of Henderson County v. Travelers' Ins. Co., 128 Fed. 825, 63 C. C. A. 467, holding county possessing authority to issue bonds is estopped by recitals of conformity with statute to deny validity of such bonds; W. L. Wells Co. v. Avon Mills, 118 Fed. 193, holding purchaser of goods from Mississippi corporation cannot object to suit therefor in Federal courts on ground that corporation failed to pay in required amount of capital stock.

Distinguished in Gastonia Cotton Mfg. Co. v. W. L. Wells Co., 128 Fed. 373, 63 C. C. A. 111, holding corporation which never paid in as required by charter for commencing business never acquired legal existence enabling it to sue in Federal courts.

Corporation's right de facto to exercise eminent domain. Note,
2 L. R. A. (N. S.) 144.

Estoppel of public corporation to deny validity of bonds. Note,
L. R. A. 1915A, 931.

Under circumstances in this case, land owner in irrigation district is estopped by recitals in bonds of district from setting up defense of want of notice as against bona fide holder.

Approved in Hayden v. Town of Aurora, 57 Colo. 400, 142 Pac. 187, and Town of Aurora v. Gates, 208 Fed. 108, L. R. A. 1915A, 910, 125 C. C. A. 329, both holding recitals in municipal bonds of fulfillment of conditions precedent to issuance estopped municipality from proving their falsity to defeat bonds; Ahern v. Board of Directors, 39 Colo. 414, 89 Pac. 964, notice of time of hearing petition for organization of irrigation district held fatally defective; Anderson v. Grand Valley Irr. Dist., 35 Colo. 531, 85 Pac. 316, arguendo.

California Irrigation Act of 1887, known as Wright Act, is valid. Approved in People v. Browns Valley Irr. Dist., 119 Fed. 538, holding allegation that "Wright Act" of California was void, such act having been upheld by Federal Supreme Court, raises no Federal question.

Judgment of State court under statute providing for confirmation of organization of irrigation district adjudging organization invalid will be disregarded in suit by bona fide holder of bonds.

Approved in Adelbert College v. Wabash R. Co., 171 Fed. 811, 17 Ann. Cas. 1204, 96 C. C. A. 465, holding subordinate Federal court bound

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