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Corporations Keyed to Hazen
Cranson v. International Business Machines Corp.
Citation:
200 A.2d 33 (Md. 1964)Facts
In April 1961, Cranson was asked to invest in a new business corporation which was about to be created. He met with other interested individuals and an attorney and agreed to purchase stock and become an officer and director. Upon being advised by the attorney that the corporation had been formed under the laws of Maryland, he paid for and received a stock certificate evidencing ownership of shares in the corporation. The business of the new venture was conducted as if it were a corporation. Cranson was elected president and all transactions conducted by him for the corporation, including the dealings with I.B.M., were made as an officer of the corporation. At no time did he assume any personal obligation or pledge his individual credit to I.B.M. Due to an oversight on the part of the attorney, of which Cranson was not aware, the certificate of incorporation was not filed until November 24, 1961. Between May 17 and November 8, the Bureau purchased eight typewriters from I.B.M.
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2m 27s