LOWELL-WOODWARD v.

WOODS AUTHOR: Tiglao

[104 Kan. 729; 1919] NOTES: Corporation sued a partnership on a promissory
TOPIC: Corporation by Estoppel note. The latter as defense alleged that the plaintiff was not
PONENTE: Mason, J. a corporation. Check doctrine.

Ed Semke is the appellant (Woods)

FACTS:
 This case is an action in the name of Lowell-Woodward Hardware Company, a Colorado corporation.
 Petitioner (Lowell Woodward) is against several persons alleged to constitute a partnership upon a promissory note.
 One of the defendants, Ed. Semke (defendant), filed an answer with a general denial of the allegation.
 Judgment was rendered by the lower court in favor of the petitioner (no reason from the lower court).
 Thus, Semke appealed from the ruling.
 Semke’s (appellant) contention is that there was no competent evidence of the plaintiff’s (Lowell Woodward)
corporate existence
 A witness from the plaintiff (Lowell-Woodward) testified that it was a corporation
 The witness inferred that the hardware store was a corporation because of its name and its mode of doing business and
that a bank president told him that it was a corporation

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.

CASE LAW/ DOCTRINE:

One who enters into a written contract with a party described therein as a corporation is precluded, in an action brought
thereon by such party under the same designation, from denying its corporate existence.

DISSENTING/CONCURRING OPINION(S):