Orr v. McLeay

Powell, J.

(After stating the foregoing facts.).

1. Of course it was grossly irregular for the magistrate to cut the plaintiff off and dismiss his case before he had closed it, and while he was still offering to introduce testimony. Yet, after hearing the plaintiff’s full contention, we are satisfied that no harm has been done him. The declaration of the result was untimely, but no other result than that declared could have been reached. We do not grant reversals, especially in certiorari cases, for. irregularities, where the result, though irregularly reached, is the one which would have been reached if all due regularity had been regarded. Meeks v. Carter, 5 Ga. App. 421 (63 S. E. 517).

2. The plaintiff dealt with the defendants, not as the promoters of, but as the officers of a corporation. He bought the stock not from them as individuals, but from the corporation. The corporation, if it was not legally organized, was nevertheless as to him a de facto corporation. In the very case before us, the plaintiff, among other things, sues for dividends declared by the corporation on his stock. Having thus dealt with the Physicians’ Co-operative Company as a corporation, he is estopped to deny the legality of its organization. Imboden v. Etowah Mining Co., 70 Ga. 86; Planters’ Bank v. Padgett, 69 Ga. 164; Ga. So. R. Co. v. Mercantile Trust Co., 94 Ga. 314 (21 S. E. 701, 32 L. R. A. 208, 47 Am. St. R. 153); Hudson v. Greenhill Seminary, 113 Ill. 618. The proposition relied on by the plaintiff in error, that one who pays over to the promoters of a prospective corporation money for the purpose of organizing it may recover the money from the promoters if the plan proves abortive, is of no applicability where one’s transactions are not with the promoters as such, but with the corporation as an organized entity.

Judgment affirmed.