Johnson v. Mercantile Trust & Deposit Co.

21 S.E. 576, 94 Ga. 324, 1894 Ga. LEXIS 73

• Court: Supreme Court of Georgia
• Decided: August 31, 1894
• Status: Published

Opinion

Simmons, Justice.

The railroad company was organized under the general law which authorized railroad companies to obtain charters. It therefore became a valid and legal eorporation. It subsequently applied to the legislature for an amendment to its charter, increasing its powers and changing its name. This was done with the knowledge of its stockholders and without any objection on their part to the special legislation. After the amendment it exercised the additional rights and powers conferred upon it, contracted debts and issued bonds in its new name. The fact that the legislature, by the amendments above mentioned, increased its powers and changed its name, did not destroy the original charter nor make two railroad companies where there was one before. It was still a corporation de jure, not only in regard to the powers it exercised under the original charter granted under the general law, and the contracts it made thereunder, but also in regard to the powers it exercised and the contracts made by reason of the amendments granted by the legislature. Even if these amendents should be held invalid, the acts done by the corporation thereunder would be at most ultra vires. Where a corporation, with the permission and acquiescence of the stockholders, holds itself out as competent to contract and carry on its business 'under color of law, and procures credit and induces creditors to part with their money on the faith of its contract to secure and pay the same, "these contracts will be binding in a court of equity, not only on the corporation but on the stockholders. No application of the doctrine of ultra vires will allow a corporation to get value received and then refuse to pay, whether the refusal be at its own instance or at the instance of its stockholders or a poi’tion of the same. These stockholders who are now complaining stood by and saw the powers of this company increased by the legislature and its name changed, and made no'objection. They knew for nearly five years that it was performing all the acts of a corporation, running its road, •contracting debts and issuing bonds; and now that the corporation has failed to pay the interest on its bonds and has been put into the hands of a receiver, these stockholders come forward and claim that it was an illegal corporation, and that their part of the property belonging to the original corporation is not bound for' these debts. To allow this claim would be manifest injustice, and no court of conscience should allow it.

Judgment affirmed.