Corporations: Dissolution: Rights of Minority Stockholders

1904 Michigan law review  
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more » ... out Early Journal Content at http://about.jstor.org/participate--jstor/individuals/early-journal--content. JSTOR is a digital library of academic journals, books, and primary source objects. JSTOR helps people discover, use, and build upon a wide range of content through a powerful research and teaching platform, and preserves this content for future generations. JSTOR is part of ITHAKA, a not--for--profit organization that also includes Ithaka S+R and Portico. For more information about JSTOR, please contact support@jstor.org. M ICHIGAN LA W RE VIE W M ICHIGAN LA W RE VIE W M ICHIGAN LA W RE VIE W of the subject matter as an implied condition, is discharged by the destruction of the subject matter, has been generally followed both in England and this country. The principal case, however, seems to have made a new application of this principle. CONTRACTS-VIOLATION OF PENAL STATUTE-TRANSACTION VOID.-The statute of Kansas makes it a misdemeanor to accept any obligation in writing for which a patent right forms any part of the consideration, unless the words "given for a patent right" are inserted in the instrument. This is an action on two promissory notes, for which the consideration was a transfer of a patent right and in which this fact did not appear. Held, that the contract was void. Pinneyv. First National Bank (1904), -Kas. -,75 Pac. 119. The great weight of authority is with this case, in holding that a contract, the making of which is a misdemeanor, is void although not expressly declared so by statute. Wood v. Armstrong, 54 Ala. 150, 25 Am. Rep 671; Dillon v. Allen, 46 Iowa 299, 26 Am. Rep. 145; Brackett v. Hoyt, 29 N. H. 264. Contra, Lindsey v. Rutherford, 56 Ky. (17 B. Mon.) 245. Nevertheless in cases arising under statutes similar to that of Kansas, there has been a great diversity of opinion as to the effect of the omission of the words "Given for a patent right." There have been many decisions to the effect that such omission does not render the contract void even between those who have knowledge of the facts. kraft v. Gin grich, 12 Pa. County 605; Haskell v. Jones, 86 Pa. St. 173; Streit v. Waugh, 48 Vt. 298; Tod v. Wick, 36 Ohio St. 370. The weight of authority at present, however, seems to be with the principal case in holding the contract void and that a note is not good in which the requisite words are omitted, at least unless in the hands of a bona fide holder, who is unaware of the purpose for which it was given. Sandage v.
doi:10.2307/1273228 fatcat:g4bnk4u4mndmrkfm74ipoay7ae