Where persons hold themselves out as a corporation, without having even a de facto corporate existence, persons dealing with them, if not estopped to deny their corporate existence, may hold them liable as partners ; Eaton v. Walker, 76 Mich. 579, 43 N. W. 638, 6 L. R. A. 102 ; Eliot v. Himrod, 108 Pa. 569 ; Wechselberg v. Bank, 64 Fed. 90, 12 C. A. 56, 26 L. R. A. 470. Other cases hold that the remedy is against the agent who professed to act for a non-existent corpora tion; 1 Thomps. Corp. § 418; Fay v. Noble, 7 Cush. (Mass.) 188. Where there is a de facto corporation, the members cannot be held as partners ; Snider's Sons Co. v. Troy, 91 Ala. 224, 8 South. 658, 11 L. R. A. 515, 24 Am. St. Rep. 887; Stout v. Zulick, 48 N. J. L. 599, 7 Atl. 362 ; Planters' & Miners' Bk. v. Padgett, 69 Ga. 159. If the organization is defective and the parties act in good faith, they are not liable as partners ; Gartside Coal Co. v. Maxwell, 22 Fed. 197 ; American Salt Co. v. Heidenheimer, 80 Tex. 344, 15 S. W. 1038, 26 Am. St. Rep. 743; contra, Ferris v. Thaw, 72 Mo. 446 ; Whipple v. Parker, 29 Mich. 369. Text writers differ widely. That stockholders in a defective or illegal corpo ration are liable as partners, see Cook, Stockh. § 233; contra, whether the corpora tion is de facto or not; Moraw. Priv. Corp. § 748 ; Tayl. Priv. Corp. § 148 ; Bates, Partn. § 4. Incorporators who transact business upon the strength of an organization which is materially defective, are individually li able, as partners, to those with whom they have dealt. Failure to record the charter as required by law, renders the incorpora tors personally liable to persons who deal with them without knowledge of the at tempted incorporation or without knowledge of facts which ought to put them on inquiry ; Guckert v. Hacke, 159 Pa. 303, 28 Atl. 249.
Where persons enter into articles of as sociation for banking purposes, and go through the usual steps for forming a cor poration, such as subscribing for shares, etc., but without a charter, they are liable as partners ; Pettis v. Atkins, 60 Ill. 454.
Where persons associate together to form a corporation, but none is formed, by reason of a failure to comply with the statute, they become a quasi-partnership ; Flagg v. Stowe, 85 Ill. 164 ; but not as against a creditor who is also a stockholder ; Loverin v. McLaugh lin, 161 Ill. 417, 44 N. E. 99 ; or is a director ; Curtis v. Tracy, 169 .111. 233, 48 N. E. 399, 61 Am. St. Rep. 168; or when it appears that third parties dealt with the concern as a corporation ; Merchants & M. Bk. v. Stone, 38 Mich. 779.
If the charter is obtained by fraud, the members will be held liable as partners ; Paterson v. Arnold, 45 Pa. 410; or if it be obtained for gambling purposes ; McGrew v. City Produce Exch., 85 Tenn. 572, 4 S. W. 38, 4 Am. St. Rep. 771. Where parties go to another state to get a charter to carry on business in their own state, with powers which they could not obtain at home, they will be held liable as partners, The transac tion being substantially forbidden by stat ute ; Empire Mills v. Grocery Co., 4 Will son, Civ. Cas. Ct. App. § 221, 15 S. W. 200, 505, 12 L. R. A. 366; contra, Demarest v. Flack, 128 N. Y. 205, 28 N. Y. 645, 13 L. R. A. 854. It is held that when parties incor porate in one state to do business in another, they are partners ; Hill v. Beach, 12 N. J. Eq. 31; contra, Second Nat. Bank v. Hall, 35 Ohio St. 158; Cook, St. & Stockh. § 237; Atchison, T. & S. F. R. Co. v. Fletcher, Ilan. 242, 10 Pac. 596. The intent to form a corporation will not prevent parties being held as partners; Martin v. Fewell, 79 Mo. 401.
After dissolution of a corporation, stock holders are not liable as partners for cor porate debts ; Central City Say. Bk. v. Walk er, 66 N. Y. 424 ; unless they agree to con tinue the business as partners; National Un ion Bk. v. Landon, 45 N. Y. 410.
The fact that a special partner fails to comply with the stipulated requirements, does not change his special partnership into a general one, but simply makes him liable to creditors as a general partner ; Abendroth v. Van Dolsen, 131 U. S. 66, 9 Sup. Ct. 619, 33 L. Ed. 57.