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Topic: De facto corporation and corporation by estoppel

	Encyclopedia: De facto corporation (Site not responding. Last check: 2007-09-17)
		De facto corporation and corporation by estoppel are both terms that are used by courts to describe circumstances in which is a business organization that has failed to become a de jure corporation (a corporation by law) will nonetheless be treated as a corporation, thereby shielding shareholders from liability.
		Corporation by estoppel, on the other hand, applies against someone who deals with a business as if it is were a corporation, irrespective of whether there was a good faith effort by the business to incorporate.
		In this sense it is the contrary of de facto (q.v.
	www.nationmaster.com /encyclopedia/De-facto-corporation (957 words)

	Corporate personhood - Wikipedia, the free encyclopedia
		Corporate personhood is a term used to describe the legal fiction used within United States law that a corporation has a limited number or subset of the same constitutional rights as a human being.
		Corporations as legal entities have always been able to perform commercial activities, similarly to a person acting as a sole proprietor, such as entering into contracts or owning property.
		Corporations already existed in the new nation, but these were primarily educational corporations or institutions chartered by the British crown which continued to exist after the new nation was created from the Confederation.
	en.wikipedia.org /wiki/Corporate_personhood (3298 words)

	Corporation - Wikipedia, the free encyclopedia
		Corporate directors are prohibited by corporate law from sacrificing profits to serve some other interest, including such areas as environmental protection, or the improvement of the welfare of the community.
		Generally, a corporation files articles of incorporation with the government, laying out the general nature of the corporation, the amount of stock it is authorized to issue, and the names and addresses of directors.
		If a corporation operates outside its home state, it is often required to register with other governments as a foreign corporation, and is almost always subject to laws of its host state pertaining to employment, crimes, contracts, civil actions, and the like.
	en.wikipedia.org /wiki/Corporation (3954 words)

	Estoppel
		The doctrine of estoppel does not require a claimant to prove either that an employer's representation was false or that the employer made the representation with the intent to induce reliance.
		To prove estoppel, claimant was required to show by clear, precise and unequivocal evidence that she relied upon an act or statement of employer or its agent in refraining from filing a claim within the statutory period.
		Therefore, she "didn't do anything." To prove estoppel, a claimant must: (1) show by "clear, precise and unequivocal evidence"; (2) that he or she relied to his or her detriment; (3) upon an act or statement of the employer or its agent; (4) to refrain from filing a claim within the statutory period.
	www.gormannet.com /LegalSummaries-Estoppel.htm (2824 words)

	Limited liability company - Wikipedia, the free encyclopedia
		It is similar to a corporation, but is suitable for smaller companies with restricted numbers of owners.
		An LLC provides limited personal liability to owners of its equity interest, similar to a corporation and a limited liability partnership and in contrast to a general partnership or sole proprietorship.
		One reason that businesses choose to be organized as an LLC is to avoid "double taxation." A traditional corporation is taxed on its income, and then when the profits are distributed to the owners of the corporation (i.e., the shareholders), then those dividends are also taxed.
	en.wikipedia.org /wiki/Limited_liability_company (1364 words)

	September 13
		Corporation by Estoppel, De Facto Corporation, and M.B.C.A. In general, persons who purport to act on behalf of a corporation when that corporation does not in fact exist can be liable individually for obligations they incur.
		Corporation by estoppel operates to deny recovery to creditors who thought they were dealing with a corporation and who would receive a windfalll if they were to recover from a promoter.
		The court concludes that the adoption of M.B.C.A. § 2.04 abolished the corporation by estoppel and de facto corporation doctrines, and that there is no reason why § 2.04 should not apply in the post-dissolution context as well as the pre-incorporation one.
	www.fordham.edu /law/faculty/patterson/corporations/classes/sept13.html (714 words)

	Corporation (Site not responding. Last check: 2007-09-17)
		In either category, the corporation comprises a collective of individuals with a distinct legal status and with special privileges not vouchsafed to ordinary unincorporated businesses, to voluntary associations, or to groups of individuals.
		Another suggestion is that the artificial entity of the corporation itself should be held liable, in accordance with the model of a corporation as a natural person -- the so-called "death penalty for corporations." [1] This is currently an active area of debate.
		In theory, a limited charter forced corporations to remain accountable to government (that is, to the community) for the special privileges granted to them.
	www.tocatch.info /en/Corporation.htm (3896 words)

	CORPORATION CODE OF THE PHILIPPINES - CHAN ROBLES & ASSOCIATES LAW FIRM
		Each of the incorporators of s stock corporation must own or be a subscriber to at least one (1) share of the capital stock of the corporation.
		Where a corporation has more than one stated purpose, the articles of incorporation shall state which is the primary purpose and which is/are he secondary purpose or purposes: Provided, That a non-stock corporation may not include a purpose which would change or contradict its nature as such;
		However, if a corporation has commenced the transaction of its business but subsequently becomes continuously inoperative for a period of at least five (5) years, the same shall be a ground for the suspension or revocation of its corporate franchise or certificate of incorporation.
	www.chanrobles.com /legal5title2.htm (1350 words)

	Pharmaceutical Sales and Consulting Corporation v. J.W.S. Delavau Co., Inc.
		Following that ruling, the other company sought to include some of the principals of the “defective corporation” under the theory that, at the time of the contract, the “defective corporation” was to be treated as a partnership.
		By reason of complications in the underlying facts, the Court was forced to revisit its earlier opinion where it did not rule on the issue of whether the de facto corporation concept was viable under New Jersey law.
		In doing so, it recognized that although at least two New Jersey Appellate Division opinions have discussed or applied the de facto corporation concept since the codification of the Act, the question of the doctrine’s remaining vitality after enactment of the Act was squarely not presented to those courts or addressed in either case.
	www.meislik.com /main/cases/summary_mostrecent/2157 (436 words)

	Dave's Corporation Outline
		De facto corporation (the corporation made a colorable attempt, in good faith, to organize for an authorized purpose under a valid statute, and it’s exercised corporate powers, but some defect in incorporation prevents it from being a proper, "de jure" corporation).
		The RMBCA view abolishes the de facto corporation doctrine and doesn’t recognize corporation by estoppel, but the result is frequently the same as at common law (since the RMBCA exonerates anyone acting as a corporation believing in good faith that the corporation exists).
		De facto corporations and corporations by estoppel, however, can be attacked by the state in a quo warranto action.
	case.tm /Lawschool/corp.html (14987 words)

	JURIST - Legal Dictionaries
		Estoppel - An impediment that prevents a person from asserting or doing something contrary to his own previous assertion or act.
		A person generally is liable only if an injury was proximately caused by his or her action or by his or her failure to act when he or she had a duty to act.
		Warranty deed - A deed which guarantees that the title conveyed is good and its transfer rightful.
	jurist.law.pitt.edu /dictionary.htm (15575 words)

	Henkel Corporation v. Lloyd's of London
		Under circumstances where the predecessor effectively ceased to exist, the successor corporation had acquired all of the assets of the predecessor and had expressly assumed all of its liabilities; however, the predecessor' s insurance policies had not been assigned to the successor.
		We are presented with the question as to whether the successor corporation is nonetheless entitled to the policy benefits of defense and indemnity as to those claims arising from bodily injuries that allegedly occurred prior to the transfer of the business to the successor.
		In September 1998, Henkel filed a motion for summary judgment claiming that as the corporate successor of the entity that had manufactured the toxic chemicals that were the subject of the Lockheed litigation, it was entitled to the benefit of the liability policies that had been purchased to provide liability coverage for such manufacturing activity.
	www.law.com /regionals/ca/opinions/supremecourt/appeal00/b134742.shtml (8519 words)

	Business Organization Syllabus
		All persons who assume to act as a corporation without the authority of a certificate of incorporation by the Corporation Commissioner, shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
		All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this Act, are jointly and severally liable for all liabilities created while so doing.
		All persons who assume to exercise corporate powers without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
	www.wfu.edu /users/palmitar/CorporationLawPolicy/Materia/Outlines/IIB2.htm (847 words)

	Laywers Title Insurance Corporation v. David M. Groff, Esquire
		Attorney Groff argues that he, himself, was not negligent, and that he should not be liable for Walsh's negligence because Walsh was an independent contractor and because plaintiff sanctioned his use of Walsh to do the abstracting work.
		The parties do not dispute that Walsh was negligent in failing to find and report the Hancock mortgage which was recorded at the registry of deeds.
		Plaintiff's tacit approval of the use of Walsh cannot reasonably be construed as a modification of the agreement whereby negligence of Walsh would not be imputable to Groff.
	www.courts.state.nh.us /superior/superorders/lawyers.htm (1477 words)

	LAW OF CORPORATIONS
		The purpose of this course is to provide students with a comparative study of laws affecting corporate existence compared with other forms of business organizations and to provide "hands-on" experience in drafting typical corporate documents related to its creation, existence, and dissolution.
		Analyze corporate financing by source and type, including preferred and common stock; corporate bonds, debentures, and indentures; and third-party lender financing.
		Identify irregularities that may lead to disregard of the corporate shield (piercing the corporate veil) or personal liability of officers of directors.
	business.mccneb.edu /LAS%20Course%20Outlines/LAS%20165.htm (573 words)

	Corporation @ HockeyLiving.com
		The Board of Directors of Valero Energy Corporation (NYSE:VLO) has increased by $0.01 per share its regular quarterly cash dividend on the company's common stock to $0.06 per share, which represents a 20 percent increase in the common stock dividend.
		The Exal Corporation is getting a $3 million boost from the Summit County Port Authority.
		Lawyers are calling on the Housing Corporation to issue urgent reassurances to housing associations after it emerged that loans secured on some corporation-approved stock transfers could be void.
	www.hockeyliving.com /info/Corporation (4396 words)

	Henkel Corporation v. Lloyds of London (2001) * California
		Under circumstances where the predecessor effectively ceased to exist, the successor corporation had acquired all of the assets of the predecessor and had expressly assumed all of its liabilities; however, the predecessor’s insurance policies had not been assigned to the successor.
		Quemetco), the successor corporation purchased all of the assets of the predecessor in 1970.
		Further, because the predecessor corporation’s insurer would have been responsible for its insured’s acts of toxic dumping even though its liability would have been based on CERCLA, a law passed years after the dumping, it likewise is responsible for defending and indemnifying the successor corporation for its liability under CERCLA.
	www.claimrep.com /laws/cases/CA/caseCAHenkel.htm (8651 words)

	Glossary \| International Trademark Association (Site not responding. Last check: 2007-09-17)
		The design of a product or package is de facto functional (functional in fact) if it serves a utilitarian purpose (e.g., a bottle of any design holds fluid).
		A design that is de facto functional may nevertheless be eligible for trade dress or trademark protection.
		The design of a product or package is considered de jure functional (functional by law) if granting it trade dress protection would unduly restrict the ability of others to compete in the marketplace.
	www.inta.org /info/glossary.html (8761 words)

	Lesson 11 Pretest (Site not responding. Last check: 2007-09-17)
		The legal theory used by the courts to prevent people who have treated a business as a corporation from denying the existence of the corporation is called a
		A corporation that is owned and operated by another corporation is called a(n)
		A corporate director or officer who has information about a publicly traded corporation that is not available to the public is a(n)
	www.creteschools.org /Classes/BusLaw/buslaw/Pretest11.htm (345 words)

	biology - Public domain
		Other works, such as the works of The Walt Disney Company are not under a de jure statutory perpetual copyright because the United States Constitution requires copyrights to last "for limited Times" (Article I, section 8, clause 8).
		Critics have observed that the extensions have taken place right before noteworthy works from Disney and others were about to expire, concluding that such copyright term extensions add up to de facto perpetual copyright.
		Another way to disclaim parts of an invention is by the doctrine of prosecution history estoppel.
	www.biologydaily.com /biology/Public_domain (2581 words)

	02-1344 -- Exxon Mobil Corporation v. Norton -- 10/15/2003
		Plaintiffs Exxon Mobil Corporation and TOSCO Corporation appeal the district court's judgment affirming the Interior Board of Land Appeals ("IBLA") decision invalidating their thirty-two unpatented oil shale mining claims.
		The IBLA concluded that the claims were null and void because plaintiffs had failed to substantially perform the assessment work required by statute.
		Finally, the district court rejected plaintiffs' estoppel claim, as well as their arguments that their due process and equal protection rights were violated.
	www.kscourts.org /ca10/cases/2003/10/02-1344.htm (4205 words)

	Lotus v. Borland (Site not responding. Last check: 2007-09-17)
		In particular, we must decide whether, as the district court held, plaintiff-appellee Lotus Development Corporation's copyright in Lotus 1-2-3, a computer spreadsheet program, was infringed by defendant-appellant Borland International, Inc., when Borland copied the Lotus 1-2-3 menu command hierarchy into its Quattro and Quattro Pro computer spreadsheet programs.
		If Lotus is granted a monopoly on this pattern, users who have learned the command structure of Lotus 1-2-3 or devised their own macros are locked into Lotus, just as a typist who has learned the QWERTY keyboard would be the captive of anyone who had a monopoly on the production of such a keyboard.
		Apparently, for a period Lotus 1-2-3 has had such sway in the market that it has represented the de facto standard for electronic spreadsheet commands.
	samsara.law.cwru.edu /comp_law/lotus.html (7282 words)

	Hartwell Corporation v. Superior Court
		The Adler complaint named as defendants Southern California Water Company, California American Water Company, and eight corporate parties that are not water providers or regulated by the PUC (hereafter referred to as industrial defendants).
		In response, plaintiffs argue that section 1759 is inapplicable and that section 2106 permits their lawsuit against the regulated utilities.
		Some seem to be claiming only a tangential benefit from PUC regulation--a stay or preemption of actions against them--unencumbered by the burdens of PUC regulation." We conclude that section 1759 does not preempt these lawsuits in superior court against the nonregulated water providers and the industrial defendants.
	www.law.com /regionals/ca/opinions/feb/s082782.shtml (10266 words)

	[No title]
		The organizational meeting of the Board of Directors of Kent Enterprises Inc. was duly convened in ____ on _____, at _____.
		§ 56 [old Model Act] Upon the issuance of the certificate of incorporation, the corporate existence shall begin...
		§ 146 [old Model Act] All persons who assume to act as a corporation without the authority of a certificate of incorporation by the Corporation Commissioner, shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
	www.wfu.edu /users/palmitar/Courses/BusOrg-Palmiter/Materia/Notes/IIB2_Notes.htm (791 words)

	Waiver, Variation and Estoppel; Author: Villiers, Theresa (King's College, University of London); Author: Wilkin, Sean; ...
		The informal and ex post facto alteration of existing contractual arrangements is an inevitable incident of commercial activity.
		Commercial and civil lawyers consequently deal with the doctrines of variation, waiver and estoppel on a frequent basis, and this text deals with them together.
		Government and corporate Purchase Orders accepted without prior account application.
	www.netstoreusa.com /ljbooks/047/0471969214.shtml (190 words)

	Introductory materials on Restitution
		De Facto union in Quebec (Nicole Roy) (also here
		L'etendue des droits des beneficiaires du trust en droit anglais
		Substitutes for Consideration: Promissory estoppel (Claire Hill, Chicago-Kent)
	www.ucc.ie /law/restitution/intr.htm (1429 words)

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