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Business Associations Keyed to Diamond, 6th Ed.
Cranson v. International Business Machines Corp.
Citation:
200 A.2d 33 (1964)Facts
In April 1961, Cranson was invited to invest in a new business corporation. He met with other interested individuals and an attorney, agreeing to purchase stock and become an officer and director. Upon being advised by the attorney that the corporation had been formed under Maryland law, Cranson paid for and received stock certificates, was shown the corporate seal and minute book, and was elected president. The business operated as a corporation with corporate bank accounts, auditors maintaining corporate records, and a corporate lease for its office. Between May and November 1961, the Bureau purchased eight typewriters from IBM, making partial payments and leaving a balance of $4,333.40. All transactions conducted by Cranson were made as an officer of the corporation, and he never assumed any personal obligation. Unknown to Cranson, the certificate of incorporation, though signed and acknowledged before May 1961, was not filed until November 24, 1961, due to an oversight by the attorney.
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