19 Lowell Woodward V Wood
19 Lowell Woodward V Wood
19 Lowell Woodward V Wood
ISSUE(S): W/N the appellant (Ed Semke) is estopped from from questioning the corporate existence of the plaintiff.
HELD: Yes. The appellant (Ed Semke) is estopped from questioning the corporate existence of the plaintiff since he has
already entered into a written contract with it.
RATIO:
The testimony of the plaintiff’s (Lowell-Woodward) witness with regard the existence of the corporation did not
tend to show even the de facto existence of the corporation, which is all that could be required. Nonetheless, this
will not avail the appellant.
The defendant, having given his promise to pay the sum indicated to the payee named, should not be permitted to
escape or delay performance by raising an issue as to the character of the organization to which he is indebted, unless
his substantial rights might be thereby affected, which would only be under exceptional conditions.
It is settled that in such situation, the defendant cannot attack the regularity of the plaintiff’s organization, or take
any advantage of the fact that it has no legal standing as a corporation.
DISSENTING/CONCURRING OPINION(S):