Mr. Justice Goodwin
delivered the opinion of the court.
3. Corporations, § 363*-—when third person affected by acts done in management of corporation without authority. The rule that third persons dealing with a corporation without knowledge of its internal management are not affected by acts done in such management, although without authority, has no application to a case where the action is for services alleged to have been rendered to the corporation by a plaintiff who was engaged to perform such services by one owning all but one share of the stock of the corporation, plaintiff having no other authority, and who, in rendering such services, conducts the business of the corporation as the private business of such stockholder. 4. Assumpsit, § 1*—what is nature of action of. In actions of indebitatus assumpsit the law invokes the fiction of an implied promise on equitable grounds to promote the ends of justice. 5. Assumpsit, § 6*—when does not lie against corporation. No promise by a corporation can be implied to pay for services as a basis for an action of indebitatus assumpsit rendered to it by a plaintiff who was employed to render such services by one owning all but one share of the stock of such corporation, plaintiff having no other authority, where in rendering such services plaintiff conducted the business of such corporation as the private business of such stockholder. 6. Corporations, § 363*—when not liable on unauthorized contract by stockholder. No legal or equitable grounds exist on which to support a judgment against a corporation for services rendered to it by a plaintiff who was engaged to perform such services by one owning all but one share of the stock of such corporation, plaintiff having no other authority, where in performing such services plaintiff conducted the business of such corporation as the private business of such stockholder. Free access — add to your briefcase to read the full text and ask questions with AI