Quinlan v. Almini Co.

<p>Abstract of the Decision.</p> <p>1. Corporations, § 380*—when evidence sufficient to show ratification of act of agent. In an action against a corporation to recover the purchase price of flowers bought by an agent of its predecessor to fulfil a contract which such predecessor had for the decoration of a hotel, evidence of one who was the president of the predecessor when the contract was made that the agent had made the contract for the decorating, that he had authority to buy what wa.s necessary to fulfil the contract and that the principal office of the predecessor had received payment from the hotel under the contract of the agent, is sufficient to show that the purchase by the agent had been ratified by his principal.</p> <p>2. Corporations, § 597*—when debt assumed hy succeeding corporation. Where the holders of all the stock of a succeeding corporation agree to assume all the debts incurred by a branch of its predecessor before October 1, 1912, and that a third person should assume the debts incurred after that date, a debt incurred by such branch on October 1, 1912, is assumed by the corporation.</p> <p>3. Corporations, § 597*—where evidence sufficient to show succession to another corporation. Evidence which shows the identity of name of a second corporation with a first, that the second had the same president as the first, that it carried on a business of the same character as the first and by agreement of the stockholders took the goods, accounts, etc., and assumed the debts of a branch of the first from a certain date, and that the charter of the second recited that it was “formed for the purpose of continuing and taking over one of the same name,” is sufficient to warrant a finding that the second was a successor of the first.</p> <p>4. Corporations, § 325*—when contract intra vires. Where the charter of a corporation authorizes it to carry on all kinds of interior decorations, it may if necessary to complete a contract for decorating, buy flowers to be used for that purpose.</p>