no time limited in which it should be done. And although, until that act should be performed freedom might not pass, still no act of the grantor then could revoke the deed. This view is illustrated by the case of a bargain and sale, under Stat. 27 Hen. VIII., requiring enrollment before lands, etc., should pass. It has been decided, under that statute, that if the bargainer dies, or aliens the land, or marries, or becomes bankrupt, after the execution of the deed, and before its enrollment, and then within the time limited the deed is enrolled, it overrides any and all of these intermediate acts, and takes effect, by relation, from the time of its execution. Shep. Touch. 224, 226; 2 Vin. Ab. 419; 1 Bac. Ab. 688; 7 Leigh, 696, 711, 712. There can be no difference, as to the law of relation, whether the formal act, remaining to be done, be enrollment or attestation; nor whether a time be or be not limited in the statute. 78*] *As to the aid which courts of equity will extend in carrying into effect instruments of emancipation, cited 1 Hen. & Mun. 519; 2 Ibid. 132; 1 Leigh, 465; 6 Rand. 162. Mr. Justice Daniel, after having read the statement of the case at the commencement of this report, proceeded to deliver the opinion of the court: By the statute of Maryland, passed in 1715 (ch. 44, sec. 22), it is enacted, "That all negroes, and other slaves then imported, and their children, then born or thereafter to be born, that the deed was executed in the presence of another witness, who did not attest it by subscription, the Court of Appeals ruled such proof to be incompetent and inadmissible under the statute. See 2 Harris & Johnson, 176. The case of Wicks v. Chew et al. 4 Har. & Johns. 543, a case arising under the statute of 1796, is yet more strongly illustrative of the rule above mentioned. By the statute just referred to (ch. 67, Sec. 29, Kilty's Laws), deeds of manumission are required to be recorded within six months from their date. By another statute of Maryland, passed in 1785 (Kilty's Laws, ch. 72), it is *provided, in the [*79 third section thereof, "That in case any deed hath been or hereafter shall be executed, to the validity of which deed recording is necessary, and such deed hath not been or shall not be recorded agreeably to law, without any fraudulent intention of the party claiming under the same, the Chancellor, upon petition of the party to whom the said deed was executed, or of his, her, or their legal representative, or of any of them claiming the land or other thing conveyed or intended to be conveyed by such deed, and without the appearance or hearing of the defendant or defendants, shall have power to decree the recording of the said deed in the county or general court records, within such time from the date of the decree as it ought originally to have been recorded from the date of the deed"; giving to the deed, when thus admitted to record, the same effect it would have had if the irregularity thus cured had never occurred. shall be slaves for life." Upon examining the | Chew and others, claiming freedom under a would have had if recorded in due time, instead, errors upon the record; but they are all neces legislation of Maryland, from the period of the law of 1715, a variety of enactments will be seen, showing the policy of this State in the government of her slave population; and, as entering essentially into that policy, must be considered the several regulations under which she has permitted manumission, either by deed or by will. The enactments here referred to may be found in Kilty's Laws, Vol. I., session of 1752, ch. 1, where they are collated, by their dates, down to the Act of December 31st, 1796, under which last-mentioned statute the questions now before this court have immediately arisen. In the interpretation given to these statutes by the tribunals of the State, one characteristic will impress itself on every mind; and that is, the strictness with which the laws have been expounded in reference to the power of manumission conferred by them. It seems to have been thought that very little, or indeed nothing, was permitted by the policy of the State to construction or implication, but that rather the conditions prescribed for the exercise of the power conceded should be fulfilled almost to the letter. Of the propriety of views such as these, on the part of the State, with regard to her own internal policy, no just ground of complaint can be alleged; but of the reality of those views, a reference to a few of the adjudications of her courts will leave no doubt. By the Stat. of 1752 (ch. 1, sec. 5), manumission was allowed, by writing, under bond and seal, "evidenced by two good witnesses at least." Under this statute arose the case of Negro James v. Gaither, which was a claim to freedom, upon a writing signed and sealed, but subscribed by a single witness only. Parol proof being offered to establish the fact deed from Darnell, against Wicks and others, heirs and devisees of Darnell, filed their petition with the Chancellor, stating that Darnell had died without putting the deed on record within the six months prescribed by law, and praying the Chancellor, upon due notice to the heirs and devisees, to decree that the deed be recorded, that thereby validity might be restored to it. The Chancellor, deeming himself so authorized by the third section of the Act of 1785, decreed that the deed be admitted to record within six months from the date of his decree. The Court of Appeals reversed this decision of the Chancellor, and the reasoning of the court conclusively shows the principle on which they place these instruments of manumission, and on which they distinguish them from transactions with a party who is sui juris. They declare that the statute of 1785 embraces only cases of mutual but inchoate rights, but still of rights founded on some valid consideration, such as courts can take notice of and enforce; that manumission by the laws of Maryland is a mere gratuity, and until evidenced by all the acts or requisites the law prescribes, has no legal existence, and can have created no faculty in the contemplated object of that gratuity. The language of the Court of Appeals is as follows: "The acts of Assembly referred to (i. e., by the Chancellor in support of his decree) are not intended to give relief in cases which were before without remedy, but to give an additional remedy by enabling a party, acquiring equitable rights under a deed not operative in law for want of recording, to perfect those rights, by applying to the Chancellor to order the original instrument to be recorded, and thus to give it the effect which by law it a of going into chancery to compel a conveyance, sarily subordinate to a decision upon the validity of the *instrument of manumission as [*81 affected by the failure to record it within six months from its date. This omission is admitted in the petition for freedom, and is made out by the proofs upon which the instruction prayed by the defendant in the court below was asked and refused, and it remains to be considered how far such omission operated to destroy all foundation of the right sought to be asserted in this case. This inquiry, as a question of Maryland law, we think is without difficulty. The decisions already quoted are clear and explicit. They treat the right asserted and the instrument alleged in evidence thereof as having no legal existence, as nullities to all intents and purposes, and therefore as nothing of which common law or equity can take cognizance, until that right and the pretended evidence of it can be brought forward, attended with every mark and attribute of being, which the statute has called for, and one of these, as clearly defined as any other, is admission to record. This, indeed, is treated as the great, the capital test of existence, for it is this which places the transaction definitively beyond the control of the master, and proclaims, beyond the power of denial, both the intent and its consummation. And why should this not be treated as a question of Maryland law? The statutes of Maryland in being at the cession of the District of Columbia were adopted as the laws of the County of Washington, to be there enforced until altered by authority of Congress, and the rights of person and of property vested or existing under those laws, and all interpretations of those laws by the supreme tribunal of Maryland, became in like manner the rules of right within the same county. This case, too, is one of a right sought to be maintained under a Maryland statute, a right which seeks to lay its foundation in the terms of that statute, and nowhere else. But whilst it is conceded as a general proposition that the laws of Maryland, at the period of the cession of the District of Columbia, are laws of the County of Washington until changed by the authority of Congress, it has been urged that, in instances in which the Maryland stat against her title, and that judgment was af-utes have received no settled interpretation by firmed by the Court of Appeals. the Maryland courts anterior to the cession of this district, the federal courts are free to interpret the provisions of those statutes as they would be to pass upon any other subject of original cognizance, and would not be bound by decisions of the State courts made posterior to the cession. This position is not denied; it has indeed been sanctioned by this court in the cases of Fenwick v. Chapman, 9 Peters, 461, and Wallingsford v. Allen. 10 Peters, 583. But admitting this position fully, still we must also admit that the courts of the United States would feel great respect for the decisions of the State courts upon questions essentially connect By the 29th section of the statute of 1796, (Kilty's Laws, ch. 67), the power of manumission by writing under seal was re-enacted from previous statutes, enumerated and repealed in the 31st section of the Act of 1796. In the 29th section, many of the conditions contained in the prior laws are prescribed, and amongst these are the requisitions, that the slave to be emancipated shall be sound in mind and body, and not over 45 years of age; that the deed of manumission shall not be in prejudice of creditors; that it shall be acknowledged before a magistrate, and entered amongst the records of the County Court where the person or persons granting ed with the general internal policy of the State, such freedom shall reside, within six months nay, would yield to those opinions upon mat from the date of such instrument of writing. Upon the construction of this section of the Act of 1796 arose the questions presented to the court below, and now brought here for adjudication. These questions are various, as appears by the bill of exceptions sealed by the judges of the Circuit Court, and serument of ters of doubtful construction, or wherever well ascertained and paramount obligations did not forbid such an acquiescence. But the statute of 1796 was anterior to the cession of the District of Columbia; and although the [*82 cases of Wicks v. Chew et al. 4 Harr. & Johns., and of Anna Maria Wright v. Rogers, 9 Gill & Johns., were posterior to that event, still these cases cannot be correctly understood as deciding any new question, or as introducing any principle not well settled long before it. The case of James v. Gaither occurred under the statute of 1752, and upon an instrument of manumission executed in 1784; the statute of 1796, too, is a re-enactment of provisions of other statutes, going back as far as the year 1752, and the decision in James v. Gaither, and in the subsequent cases, are nothing more than the repeated expositions of a settled policy or rule of interpretation of the Maryland statutes, viz., that the conditions prescribed by them must be strictly fulfilled; that without such fulfillment any pretended instrument of manumission must be treated as a nullity, and can impart no rights, can give no standing in court, either at law or in equity. We think then that this is a question of Maryland law, which has been settled by the courts of Maryland, and should not now be disturbed; that in conformity with decisions of those courts, the recording of the deed of manumission in this case, within the time prescribed by the statute of 1796, was an indispensable prerequisite to confer any rights on the petitioners in the court below, or to give them any standing in a court of law or equity; that in accordance with this interpretation of the statute, the Circuit Court should have given the instruction asked for by the counsel for the defendants; that in refusing to give such instruction that court has erred, and therefore its decision should be reversed. In reference to the agreement signed by counsel and annexed to the record in this case, and by which all the powers that a court of equity could properly exert in aid of instruments defectively executed were conceded to the Circuit Court as if sitting as a court of equity, we remark that the grounds presented by that agreement are entirely covered by the opinion above expressed of the absolute nullity of the deed in question, it being no more with in the powers of a court of equity than it is within those of a court of law, to set up and establish that which is illegal or wholly void. Order. This case came on to be heard on the transcript of the record of the Circuit Court of the United States for the District of Columbia, holden in and for the County of Washington, and was argued by counsel; on consideration whereof, it is now here ordered and adjudged by this court, that the judgment of the said Circuit Court in this cause be, and the same is hereby reversed, with costs; and that this cause be, and the same is hereby remanded to the said Circuit Court, with directions to award a venire facias de novo. the laws of Maryland. Although the charter of a company does not, in terms, give the power to refer, yet a power to sue and be sued includes a power of reference, that being one of the modes of prosecuting a suit to judgment. So, also, a power to agree with a proprietor for the purchase or use of land includes a power to agree to pay a specified sum or such sum as arbttrators may fix upon. It is immaterial whether the power of reference is lodged in the president and directors or in the stockholders assembled in general meeting; for the entire corporation is represented in the court by its counsel, whose acts, in conducting the suit, are presumed to be authorized by the party. Where the order of evidence provides for the appointment of an umpire, it is no error if he is appointed before the referees had heard the evidence and discovered that they could not agree. Where the agreement for reference contained a clause, providing that upon payment of damages of the owner of the land he should convey it to the other party, it was proper for the umpire to omit all notice of this. It was not put in issue by the pleadings, nor referred to the arbitrators. THIS HIS case was brought up by writ of error the Circuit Court of the United from States for the District of Columbia, in and for the County of Washington. It originated in the County of Alexandria, and was removed to the County of Washington under an act of Congress providing for such removals. The circumstances of the case are so fully set forth in the opinion of the court that it is unnecessary to do more than refer to it for a statement of the facts. The cause was argued at December Term, 1845, by Messrs. Bledsoe and Coxe for the plaintiff in error, and by Messrs. William T. Swann and Jones for the defendant in error. At the present term the court gave its opinion. Mr. Bledsoe, for the plaintiff in error, contended: 1. That there was no legal or valid reference. 2. That there was no legal or valid award. 3. That there was no legal or valid judgment. 1. The president and directors had no power under their charter to submit a case to arbitra tion. The rule is well settled that they have no power except under the charter. 5 Conn. Rep. 568; 2 Cranch, 158; Angell & Ames on Corp. 200, 201, 229, 242; *7 Cranch, 299; 14[*84 Johns. 118; 12 Johns. 241; 15 Wend. 256; 7 83*] *THE ALEXANDRIA CANAL COM- Cowen, 462; 1 Cowen, 513; 12 Wheat. 58. PANY, Plaintiff in Error, V. FRANCIS SWANN, Defendant. Arbitration-in action of trespass no question of justification before arbitrators where only general issue pleaded-corporation as a party-submission-assent of attorney-umpire selected before disagreement. The charter (Davis's Laws, 558) says, that where land is to be taken, the company may agree as to the price. But if no agreement can be made, they are to apply to justices of the peace, who are to call a jury. But in that case the whole twelve must agree. The thirteenth section of the act thus pointing NOTE.-As to arbitrament and award, see notes to 6 L. ed. U. S. 516; 43 L. ed. U. S. 118. out the mode of condemning land, none other | case was by the company itself, and not by the thority of the Act of Congress, for the purpose | established in the Circuit Court for the county was justifiable. The seventeenth section gives the company the right to enter upon land, and therefore they cannot be guilty of a trespass. One partner cannot bind another by agreeing to arbitrate. Watson on Part. 445; 3 Bing. 101; 11 Com. Law. Rep. 52; Story on Part. 169; 1 Peters, 222, 228. The attorney here has undertaken to make the president and directors do things which are not justified by law. In England, where property is taken for public use, the party has no remedy; and in this case the remedy given by the charter is exclusive. 11 Mass. 364, 365, 368; 20 Johns. 735; 4 Wend. 347, 367, 370; 4 N. H. Rep. 547; 2 Johns. 283; 7 Johns. Ch. Rep. 315; 1 N. H. Rep. 339. Mr. Bledsoe then examined the terms and mode of arbitration. Mr. William T. Swann, for the defendant in error, made the following points: 1. It will be unnecessary to consider any part of the record prior to the submission of the case to arbitration; as the submission in such a case, under a rule of the court, operates as a waiver of all exceptions (if any could be conceived), or as a release of all errors anterior to the rule. 2. No exceptions having been taken in the court below to the award, the grounds of the appeal are unknown; nor can any, by the counsel in this case, be conceived. But if any objections could be presented, it is now too late; they should have been presented either by motion or exception in the court below. 3. In this case the award is supported by a recital of various matters of procedure under the arbitration in the award itself, by the certificate of two of the arbitrators, and by affidavits proving such matters of procedure in the case. This is a support far beyond what the law requires. A simple award of a sum of money under the submission, without any recital of such facts in the award, and without any proof of them, is sufficient; any omission or irregularity in regard to such extrinsic matters being brought forward by motion in the court below to set aside the award. Mr. Swann then examined the record, and contended that the arbitration was according to law. The other matters of defense, he said, cannot be alleged here. There is no special 85*] plea in *Washington County, and we do not admit the facts upon which the argument rests. The charter does not give the remedy spoken of to the party aggrieved, because he cannot originate the process of summoning a jury, etc. 4 Gill & Johns. 147; 4 Wend. 667, 672. If the company have power to enter land without condemnation, it ought to have been specially pleaded. A submission of a cause to arbitration disembarrasses it of legal question. 1 Washington Rep. 320; 10 Mass. Rep. 215; 8 Serg. & Rawle, 3; 4 Hen. & Mun. 216; 5 Binney, 177. The statute of Maryland, passed in 1778 (ch. 21, secs. 8, 9), points out the mode of proceeding by arbitration. It is a common law process, too. The power to refer is a necessary incident to the power to be sued. If the company are sued they can defend themselves in any manner known to the laws. The submission in this president and directors only. The attorney in court represented the whole company. Mr. Jones, on the same side: If they object to the award they should have moved, in the court below, to set it aside. Otherwise it is presumed to be right. It is too late to urge the objections in an appellate court, because, as the court below never passed a judgment upon the point, it would make this a court of original jurisdiction. 2 Schoale & Lefroy, 712. When the cause was removed, it was to be tried by lex fori, of which arbitration is a part. It is denied that the president and directors had any power to submit the case. But how does it appear that the president and directors did it, and not the company? A corporation can only appear by its corporate name. This suit was so brought and they appeared to it. So the power of the attorney is denied. But will the court presume that he acted without authority? A corporation is liable for a tort. 16 East, 5; Angell & Ames on Corp. 328, 329; 8 Peters, 117. Mr. Coxe, for plaintiff in error, in reply and conclusion, examined the history of the law of arbitration, and the statutes of Virginia and Maryland; and then contended that an action of trespass quare clausum fregit would not lie against a corporation. He then examined the authorities cited by Mr. Jones. If the corporation kept within their charter they were not suable, of course. If they went beyond it, and appointed agents to do things not justified by law, the agents are responsible. A suit only lies against the employer when the agent is acting within the scope of his authority. This suit was brought in Alexandria, where the corporation appeared by attorney and filed pleas. When it was removed to Washington an amended declaration was filed, but it was not a *substitute for the old one, because the [*86 old one remained in court, and so did the former pleas. Mr. Coxe then contended that the reference was improper and illegal, and cited Kyd on Corp. 45, and commented on the charter of the company. Mr. Chief Justice Taney delivered the opinion of the court: This case is brought here by writ of error from the Circuit Court for Washington County, in the District of Columbia. The suit was originally brought in Alexandria County by the defendant in error, against the plaintiff; and upon the motion of the former was removed to Washington County under the provisions of the Act of June 24, 1812, sec. 3. The points raised in the argument make it proper to state the pleadings more fully than is usually necessary. It was an action of trespass for breaking and entering the plaintiff's close, situate in the County of Alexandria. The suit was brought in July, 1839. The declaration contained but one count, in the usual form, stating the trespass to have been committed on divers days and times between the 1st of January, 1835, and the commencement of the suit. The defendant pleaded, first, not guilty; second, the statute of limitations; and third, that the canal company entered under the auof making the canal; and that it is ready to satisfy any damages to which the plaintiff is entitled, when they shall be ascertained in the mode pointed out in the act of incorporation. After these pleas were put in, and before any replication was filed or issue joined, the cause was removed to the Circuit Court for the County of Washington, by an order passed on the 12th of November, 1841, upon the motion of the defendant in error. The case was continued in that court without any alteration in the pleadings until November Term, 1842, when an amended declaration was filed. This declaration consisted of a single count, and differed from the original one only in undertaking to set out the abuttals of the close in in which the suit was originally instituted. Undoubtedly, whatever rights the canal company had in Alexandria County, and whatever defenses it might there have made, either as to the form of the action or upon any other ground, it might still rely upon them in the new forum; and whatever would have been a bar to the action in Alexandria County would be equally a bar in Washington. The question here, however, is not upon the rights of the respective parties, but upon the mode of proceeding by which they were determined; and this must evidently be regulated by the law of the court to which the suit was transferred. For after the removal took place, the action, according to the act of Congress, was pending which the trespass was alleged to have been in Washington County, to be there prosecuted committed. The defendant in the Circuit and tried, and the judgment of that court to Court pleaded not guilty to this declaration, be carried into execution. And as the act upon which issue was joined and a jury sworn; but before a verdict was rendered a juror was withdrawn by consent, and upon the motion of the parties by their attorneys the matter in variance between them was by a rule of court referred to four arbitrators named in the order of reference. The reference was made upon certain terms specified in a written agreement filed in the case, setting forth the manner in which the arbitrators were to be selected and the damages calculated, with power to the referees to choose an umpire, if they or a majority of them could not agree. 87*] *The arbitrators, before they entered upon an examination of the case, appointed an umpire, who afterwards made his award, and thereby awarded that the defendant (in the District Court) should pay to the plaintiff the sum of six thousand nine hundred and sixtyeight dollars and seventy-five cents, in full satisfaction of all the matters of damage and value submitted to his umpirage. This award was filed September 21, 1843, and notice of it regularly served on the plaintiff in error; and thereupon a judgment was entered for the amount awarded on the 17th of January, 1844. It is upon this judgment that the present writ of error is brought. It appears from the record that no objection was taken to the award in the Circuit Court, nor any affidavits filed to impeach it. Several depositions were filed by the defendant in error, which are not material to this ecision, except in one particular, which will be hereafter noticed, on account of an objection to the award founded upon it. The reference to arbitrators and the proceedings thereon, and the judgment given by the court below, were all under and intended to be pursuant to the Acts of Assembly of Maryland of 1788 (ch. 21, sec. 9, and 1785, ch. 30, sec. 11). It is admitted that these proceedings were not authorized by the laws in force in Alexandria County; and it is objected by the plaintiff in error that, inasmuch as no judgment could have been lawfully rendered upon these proceedings in Alexandria County, no judgment ought to have been rendered upon them in Washington; that the removal of a case under the laws of Congress is a mere change of venire; and that the rights of the parties are still to be tried according to the laws and modes of proceeding recognized and neither directs nor authorizes any change in its practice or proceedings in removed cases, it follows that they must be prosecuted and tried like other actions in that court, and could not lawfully be prosecuted and tried in any other manner. In impaneling a jury, for example, for the trial of the facts, it could not put aside the jurors required by law to attend that court, and *direct a panel of twelve to be sum- [*88 moned for the particular case, pursuant to the law of Virginia. Nor could it deny to either party the right to strike off four names from the list of twenty, according to the law of Washington County, although the rule is otherwise in the County of Alexandria. And upon the same principles the selection of arbitrators, the proceedings before them, and the legal effect of their award, could be no more influenced by the law upon that subject, on the other side of the Potomac, than the summoning, striking and impaneling of a jury. The validity of the reference, therefore, and of the proceedings and judgment upon it, must depend upon the law of Maryland and not upon the law of Virginia. And if the judgment given by the Circuit Court was authorized by the former, it cannot be impeached upon the ground that such proceedings would not have been lawful in Alexandria County Trying the case upon these principles, it is very clear that as no objection was taken to the award in the Circuit Court, the judgment upon it was correct and must be affirmed in this court, unless some substantial objection appears on the face of the proceedings or in the award itself. It has been urged, however, that it is apparent, on the face of the proceedings, that the arbitrators committed a mistake in the law; that the record shows the acts complained of to have been done in execution of the power conferred on the company to construct a canal; and that under the act of Congress they had a right to enter upon any land they deemed necessary for that purpose, leaving the damages to be afterwards ascertained in the mode pointed out by the law; and that, consequently, an action of trespass will not lie. But it is very clear that this question of law was not before the referees or the court; nor was it in any way involved in the decision of either. For if the plaintiff in error could have justified the entry upon the ground suggested, the justi |