A corporation de facto is liable in an action of assumpsit for hired money, notwithstanding a failure to comply with the law in its organization, and its members are not individually liable in such an action if they acted in good faith, believing themselves to be a corporation de jure.
DOE, C. J.
It is not material in this case whether the corporation de facto was a corporation de jure or not. A want of regularity in its organization would not affect the validity of its contract with the plaintiff, and would not give him, against its members, as unincorporated persons, an action on a contract which he made with them as a corporation. S. F. Bridge v. Fisk, 23 N.H. 171, 178; Ossipee Manf'g Co. v. Canney, 54 N.H. 295, 312; 313; Saunders v. Farmer, 62 N.H. 572; Jewell v. Gilbert, 64 N.H. 13, 18; Case v. Kelly, 133 U.S. 21, 28; Mor. Corp., ss. 744-755.
Judgment for the defendants.
SMITH, J., did not sit: the others concurred.