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    19 Lowell-Woodward v. Woods

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    Mla
    The Lowell-Woodward Hardware Company sued several individuals as partners of the Superior Leasing Company on a promissory note. One defendant, Ed Semke, denied the plaintiff's corporate existence and his membership in the partnership. The court held that Semke could not deny the plaintiff's corporate existence in order to escape liability, as he had contracted with the plaintiff under its name. The plaintiff presented testimony that it was a corporation, and the defendant had done business previously as part of the Superior Leasing Company partnership. The court affirmed the judgment in favor of the plaintiff.

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    19 Lowell-Woodward v. Woods

    Uploaded by

    Mla
    196 views1 page
    The Lowell-Woodward Hardware Company sued several individuals as partners of the Superior Leasing Company on a promissory note. One defendant, Ed Semke, denied the plaintiff's corporate existence and his membership in the partnership. The court held that Semke could not deny the plaintiff's corporate existence in order to escape liability, as he had contracted with the plaintiff under its name. The plaintiff presented testimony that it was a corporation, and the defendant had done business previously as part of the Superior Leasing Company partnership. The court affirmed the judgment in favor of the plaintiff.

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    The Lowell-Woodward Hardware Company sued several individuals as partners of the Superior Leasing Company on a promissory note. One defendant, Ed Semke, denied the plaintiff's corporate existence and his membership in the partnership. The court held that Semke could not deny the plaintiff's corporate existence in order to escape liability, as he had contracted with the plaintiff under its name. The plaintiff presented testimony that it was a corporation, and the defendant had done business previously as part of the Superior Leasing Company partnership. The court affirmed the judgment in favor of the plaintiff.

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    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    196 views1 page

    19 Lowell-Woodward v. Woods

    Uploaded by

    Mla
    The Lowell-Woodward Hardware Company sued several individuals as partners of the Superior Leasing Company on a promissory note. One defendant, Ed Semke, denied the plaintiff's corporate existence and his membership in the partnership. The court held that Semke could not deny the plaintiff's corporate existence in order to escape liability, as he had contracted with the plaintiff under its name. The plaintiff presented testimony that it was a corporation, and the defendant had done business previously as part of the Superior Leasing Company partnership. The court affirmed the judgment in favor of the plaintiff.

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    © All Rights Reserved
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    Download as docx, pdf, or txt
    of 1

    The Lowell-Woodward Hardware Company v. G.

    R Woods, question the plaintiff's corporate existence, unless upon a


    et. al. Partners as the Superior Leasing Company showing that his obligation to make payment would be thereby
    Supreme Court of Kansas, 1919. 104 Kan. 729, 180 p. 734 affected.

    FACTS The payee was styled in the note, "The Lowell-Woodward


    Lowell-Woodward Hardware Company (Plaintiff), describing Hardware Company," a title which prima facie imports a
    itself as a Colorado corporation, brought an action against corporation.
    several persons alleged to constitute a partnership, upon a
    promissory note. Judgment was rendered for the plaintiff. There is some difference of opinion as to whether one
    contracting with an organization styling itself a "company,"
    On appeal, one of the defendants, Ed. Semke, denied the there being nothing further in the language used to indicate its
    plaintiffs corporate existence, or him being a member of the character, the term "corporation" not being employed, can be
    partnership described. heard to deny its corporate capacity when sued by it upon the
    contract.
    A witness for the plaintiff testified that it was a corporation. He
    said that the plaintiff was running a hardware store and that he The defendant, having given his promise to pay the sum
    inferred it was a corporation from its name and its mode of indicated to the payee named, should not be permitted to
    doing business and that a bank president had told him it was a escape or delay performance by raising an issue as to the
    corporation. character of the organization to which he is indebted, unless
    his substantial rights might be thereby affected, which would
    Apparently, the defendant in this case issued a promissory only be under exceptional conditions.
    note in favor of the payee indicated as The Lowell-Woodward
    Hardware Company. It is thoroughly settled that in such a situation the defendant
    cannot attack the regularity of the plaintiff's organization, or
    ISSUE take any advantage of the fact that it has no legal standing as a
    Whether the defendant can deny the existence of the corporation. No good reason is apparent why, having explicitly
    corporation in order to escape his liability from the promissory promised to make payment to the concern by which he is sued,
    note. he should be permitted to question its de facto, any more than
    its de jure, character--to inject into the case an issue having no
    HELD bearing on his obligation to make payment.
    No. One who enters into a contract with a party described
    therein as a corporation is precluded, in an action brought Defendants were engaged in business as a firm in Colorado
    thereon by such party under the same designation, from under Super Leasing Company which was signed to the note
    denying its corporate existence. sued on and that the appellant was a member of the company.
    He also testified that he had been a member until 1912 but had
    In accordance with modern views of good practice and to withdrawn from it.
    promote substantial justice, the court ruled that one who has
    signed a promissory note running to a payee described by a Decision in favor of plaintiff was supported by evidence.
    name appropriate to a corporation, although not employing that Judgment is affirmed.
    term, cannot, in an action brought against him thereon by such
    payee, in which it alleges itself to be a corporation, be heard to

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