There is a lack of harmony in the judicial utterances upon this question, however. In many cases a defective corporation, which has contracted as a corporation, has been treated as a partnership when it comes to enforcing liability.1 The divergence in result often turns on a different wording of the incorporation statutes. There is, further, a real difference in opinion as to what constitutes a de facto corporation. Further, in many of these cases there was no attempt to comply with the incorporation statutes.2 Thus, if the articles of incorporation are filed for record but no stock is subscribed nor is any Attempt made to organize, the organization is a partnership, where the statute requires such subscription as essential to corporate existence.3 A change in the corporate name without complying with the statute makes the new organization a partnership,4 and an unincorporated bank owned by one person is not a de facto corporation.5 So a joint stock partnership organized as a corporation is not a corporation de facto.6 " Tramp" corporations, or corporations formed in one state for the purpose of doing business in another, are held liable as partnerships in some jurisdictions.7 If the members of an irregular corporation or a de facto corporation hold themselves out to the world as partners, they are held liable as such.8

4 See Sec. 1099.

1 Wecbselberg v. Bank, 64 Fed. 00; 12 C. C. A. 56; 26 L. R. A. 470; Garnett v. Richardson, 35 Ark. 144; Jones v. Hardware Co., 21 Colo. 263; 52 Am. St. Rep. 220; 29 L. R. A. 143; 40 Pac. 457; Bigelow v. Gregory, 73 111. 197; Coleman v. Coleman, 78 Ind. 344; Kaiser v. Lawrence Sav. Bank, 56 Ia. 104; 41 Am. Rep. 85; 8 N. W. 772; Whipple v. Parker, 29 Mich. 369; Johnson v. Corser, 34 Minn. 355; 25 N. W. 799; Smith v. Warden, 86 Mo. 382; Ferris v. Thaw, 72 Mo. 446; Richardson v. Pitts. 71 Io. 128; Abbott v. Refining Co., 4 Neb. 416; Hill v. Beach, 12 N. J. Eq 31; Fuller v. Rowe. 57

N. Y. 23; Jessup v. Carnegie, 12 Jones & S. (N. Y.) 260; Ridenour v. Mayo, 40 O. S. 9.

2 Liebold v. Green, 69 111. App. 527; Sebastian v. Academy Co. (Ky.), 56 S. W. 810.

3 Wechselberg v. Bank, 64 Fed. 90; 12 C. C. A. 56; 26 L. R. A. 470; Jones v. Hardware Co., 21 Colo. 263; 52 Am. St. Rep. 220; 29 L. R. A. 143; 40 Pac. 457; Bergeron v. Hobbs, 96 Wis. 641; 65 Am. St. Rep. 85; 71 N. W. 1056.

4 Cincinnati Cooperage Co. v. Bate, 96 Ky. 356; 49 Am. St. Rep. 300; 26 S. W. 538.

5 Longfellow v. Barnard, 58 Neb. 612; 76 Am. St. Rep. 117; 79 N. W.