a corporation transacting business and holding itself out as such, to the public, is estopped to deny its corporate character. It is also settled law that, in the absence of fraud, a person who has contracted or otherwise dealt with an association in such a way as to recognize and, in effect admit its legal existence as a corporation is thereby estopped to deny its corporate existence in any action arising out of or involving such contract or dealing. Wilder Mfg. Co. v. Corn Products Refining Co. 236 U.S. 165; Andes v. Ely, 158 U. S. 312; Wallace v. Loomis, 97 U. S. 146; Rannels v. Rowe, 145 Fed. 296—74 C. C. A. 376; Decatur First Nat’ Bank v. Henry, 49 So. 97 (Ala.) ; Kansas City So. R. Co. v. McClintock 107 Ark. 48 Ann. Cas. 1914 C 1247; Cal. Fruit Exc. v. Buck, 163 Cal. 223—124 Pac. 824; Kelleher v. Denver Music Co. 48 Colo. 212, 109 Pace. 860; Fish v. Smith, 73 Ky. 379, 84 A. S. R. 161; Henry Gold Min. Co. v. Henry, 25 Idaho 333, 137 Pac. 523; Lincoln Park Chapter R. A. M. v. Swatek, 204 Ill. 228, 68 N. E. 429; Jennings v. Dark, 175 Ind. 332, 92 N. E. 778; Faulkner v. Farmers Produce etc. Co. 170 Ky. 22, 185 S. W. 151; Quincy Canal v. Newcomb, 7 Metc. (Mass.) 276.
The doctrine of estoppel to deny corporate existence, by reason of having contracted with the corporation, is not limited to contracts between the corporation and strangers but applies also in the case of contracts, between a corporation and its stockholders or members. Fish v. Smith, 73 Ky. 379, 84 Am. St. Rep. 161; Gilman v. Drusem, 111 Wis. 400, 87 N. W. 557.
And the foregoing is particularly true where the party, so contracting, has also recognized the existence of the corporation by taking an. active part therein as promoter, stockholder, member or officer. Henry Gold Min. Co. v. Henry, 25 Idaho 333, 137 Pac. 523, 14 C. J. § 253.
A trustee may not use or deal with the trust property for his own profit. Also no trustee, so long as he remains in the trust, may undertake another trust adverse in its nature to the interest of his beneficiary in the subject of the trust without the consent of the latter. A trusee may not use the influence which his position gives to obtain any advantage over his beneficiary. In so far as pertains to the assets and business of the new corporation the defendants are involuntary trustees, at least to the extent of plaintiff’s property that was taken over by the new company. The following authorities fully sustain our contention. U. S. v. Debell, 142 C. C. A. 284; Nestor v. Gross, 66 Minn. 371, 69 N. W. 39; Rollins v. Mitchell, 52 Minn. 41, 53 N. W. 1020; Henderson v.
