Sidebilder
PDF
ePub

England, and in Massachusetts, were considered as fully supporting this reasonable doctrine; and that the technical rule, that a corporation could not make a promise except under its seal, would be productive of great mischiefs. As soon as it was established, that the regularly appointed agent of the corporation could contract in their name without seal, it was impossible to support the other position. Afterwards, in Fleckner v. United States Bank, it was decided, by the same court, that a bank, and other commercial corporations, might bind themselves by the acts of their authorized officers and agents, without the corporate seal. Whatever might be the original correctness of the ancient doctrine, that a corporation could only act through the instrumentality of

gotiable paper for a debt contracted in the course of its proper business. Kelley v. Mayor, &c. of Brooklyn, 4 Hill's N. Y. Rep. 263. N. Y. Legal Observer, Nov. 1846. In the case of Regina v. A Railroad Company, Q. B. June 1846, it was adjudged in the Q. B. after a learned discussion, that an indictment would lie against a corporation aggregate for a misfeasance. The proper punishment is the assessment of a fine. It seemed to be assumed in that case as undeniable that a corporation was indictable for a wrongful omission of duty. In this country it is the well settled and familiar practice that quasi corporations created by law for purposes of public policy, are subject to indictment for breach or neglect of duty. Mower v. Leicester, 9 Mass. R. 247. Riddle v. Locks & Canals, 7 Mass. R. 169. See also Angell & Ames on Corporations, 3d ed. p. 392-4.

It may properly be observed while on the responsibility of corporations, that it is a settled principle that corporations are subject to taxes and assessments as owners and occupiers of land and other property as individuals, when their charters contain no stipulation of exemption. Spencer Ch. J. in the matter of Queen v. Middletown M. C. 16 Johnson, 7. Clinton Wool & C. M. Co. v. Morse & Bennet, cited by Ch. J. Thompson in 15 Johnson, 382. Ontario Bank v. Bunnel, 10 Wendell, 185. Bank of Watertown v. Assessors &c. 25 Wendell, 686. Providence Bank v. Billings, 4 Peters, 514. People v. Supervisors of N. Y. 18 Wendell, 605. People v. Supervisors of Niagara, 4 Hill N. Y. R. 20,-See also supra vol. 1. 424—428, and see also Angell & Ames 3d edit. 427. 428. 429. 431. and ch. 13, where the cases are digested, and the subject discussed fully and ably.

8 Wheaton, 338.

its common seal, when that doctrine was applied to corporations existing by the common law, it had no application to corporations created by statute, whose charters contemplate the business of the corporation to be transacted exclusively by a board of directors. The rule has even been broken in upon in modern times in respect to common law corporations. The acts of the board of directors, evidenced by a written vote, are as completely binding upon the corporation, and as complete authority to their agents, as the most solemn acts done under the corporate seal. With respect to banks, from the very nature of their operations in discounting notes, receiving deposits, paying checks, and other ordinary contracts, it would be impracticable to affix the corporate seal as a confirmation of each individual act. Where corporations have no specific mode of acting prescribed, the common law mode of acting may be properly inferred. But every corporation created by statute, must act as the statute prescribes; and it is a settled doctrine, that a corporation may be bound by contracts not under its corporate seal, and by contracts made in the ordinary discharge

*of the official duty of its agents and officers. *291 Lastly, in the case of Osborn v. United States Bank, it was declared, that though a corporation could only appear by attorney, the authority of that attorney need not be under seal; and the actual production of any warrant of attorney to appear in court, is not necessary in the case of a corporation more than in the case of an individual.b

That corporations can now be bound by contracts

9 Wheaton, 738.

Nor need the appointment of the agent in the common transactions of the corporation, be evidenced by the records of the corporation. Comm. Bank of Buffalo v. Kortright, 22 Wendell, 348. The Board of Directors of a corporation for all business purposes are the corporation, and they may authorize a committee to sell or mortgage real estate, and that power implies an authority to affix the corporate seal. Burrill v. Nahant Bank, 2 Metcalf's Rep. 163.

made by their agents, though not under seal, and also on implied contracts to be deduced by inference from corporate acts, without either a vote, or deed, or writing, is a doctrine generally established in the courts of the several states, with great clearness and solidity of argument ;a

■ Eastman v. Coos Bank, 1 N. H. Rep. 26. Maine Stage Company v. Longley, 14 Maine Rep. 444. Warren v. Ocean Ins. Co. 16 Ibid. 439. Hayden v. Mid. Turnpike Company, 10 Mass. Rep. 397. The Proprietors of the Canal Bridge v. Gordon, 1 Pick. Rep. 297. Bulkley v. The Derby Fishing Company, 2 Conn. Rep. 252. Danforth v. Schoharie Turnpike Company, 12 Johns. Rep. 227. Dun v. Rector of St. Andrew's Church, 14 Ibid. 118. Mott v. Hicks, 1 Cowen's Rep. 513. The Baptist Church v. Mulford, 3 Halsted's Rep. 182. The Chestnut Hill Turnpike v. Rutter, 4 Serg. & Rawle, 16. Duncan, J., in Bank of Northern Liberties v. Cresson, 12 Ibid. 312. La Grand v. Hampden Sydney College, 5 Munf. Rep. 324. Colcock v. Garvey, 1 Nott & M'Cord, 231. Bank of United States v. Dandridge, 12 Wheaton, 64. Bank of the Metropolis v. Guttchlick, 14 Peters, 19. Union Bank of Maryland v. Ridgley, 1 Harr. & Gill. 324. Poultney v. Wells, 1 Aiken's Rep. 180. Comm. Bank Orleans v. Newport Manufacturing Company, 1 B. Monroe's K. Rep. 14. Bates & Hines v. The Bank of Alabama, 2 Ala. Rep. N. S. 451. See also Angell & Ames on Corporations, 218, 219. 222, 2d edit. and the numerous authorities there referred to. The English law is more strict on this subject; for the general rule is still understood to be, that a corporation, though created by statute, cannot express its will except by writing under the corporate seal. The excepted cases are; 1. Where the acts done are of daily necessity, or too insignificant for the trouble of the seal; 2. Where the corporation has a head, as a mayor, who may give commands; 3. Where the acts to be done, must be done immediately, and cannot wait for the formalities of a seal; 4. Where it is essential to a monied institution that they should have the power to issue notes and accept bills. London Waterworks v. Bailey, 4 Bingham's Rep. 283. 12 B. Moore's Rep. 532. S. C. Tindall, Ch. J. in Fishmongers' Co. v. Robertson, 5 Manning & Granger, 131. If the contract be executed, the general rule does not apply; and therefore assumpsit for use and occupation may be maintained by a corporation aggregate, against a tenant who has occupied premises under them, and paid rent. The Mayor of Stafford v. Till, 4 Bing. 75. 12. B. Moore's Rep. 260. In Smith v. B. & S. Gas Light Company, 3 Nevill & Manning, 771, it was held, that a corporation might authorize an agent to distrain, by parol; but that in cases of extraordinary acts to be done, or where an estate is to be vested or divested, there must be a deed. In Beverley v. Lincoln Gas Light & C. Co., 6 Adolp. & Ellis, 829, it was adjudged that a corporation aggregate might be sued in assumpsit on a contract by

and the technical rule of the common law may now be considered as being, in a very great degree done away in the jurisprudence of the United States. But it is equally well settled, that though parol evidence be admissible to

parol, and whether expressed or implied, for goods sold and delivered. This was a relaxation of the ancient rule of the common law to the same extent as had already been made by the courts of the United States, to which the learned judge, (Patterson,) who delivered the opinion of the K. B. in that case, alluded. The English court took care, however, “to disclaim entirely the right or the wish to innovate on the law upon any ground of inconvenience, however strongly made out," but admitted that if the old rule had been treated by previous decisions with some degree of strictness, and that if "the principle, in fair reasoning leads to a relaxation of the rule for which no prior decision can be found expressly in point, the mere circumstances of novelty, ought not to deter us." The liberal and sound reasoning contained in this decision, with the qualified reserve accompanying it, are both to be commended. It was further declared, in Church v. Imperial G. L. Co., 6 Adolp. & Ellis, 846, that it made no difference as to the right of a corporation to sue on a contract entered into by them without seal, whether the contract be executed or executory. In the case of the Mayor of Ludlow v. Charlton, 6 Mee. & Wels. 820, in the exchequer in 1840, Baron Rolfe gave an elaborate discussion and judgment on the question, how far a corporation could be bound by a contract without their corporate scal. It was held that the late English cases did not go so far as to explode the old rule, or to hold a corporation bound in the same manner as individuals by executed contracts. The general rule of the necessity of a seal to render a corporate contract valid still existed. The exception was limited to small matters, or those not admitting of delay, or where the rule would greatly obstruct the every day ordinary convenience of the body corporate without an adequate object, or where the convenience almost amounted to necessity. The power of accepting bills of exchange and issuing promissory notes, came within the principle of the exception. The decisions in Beverley v. The Lincoln G. L. & C. Com, and in Church v. Imperial Gas Light Co, were founded on the principle governing the exceptions. The decision in this exchequer case was followed by the supreme court of New-Brunswick in Seelye v. Lancaster Mill Company, Kerr's Rep. 377, and these decisions tend to narrow the doctrine maintained in our American courts. But as dealing in contracts with corporate bodies has become so common, and the agency of corporations of some de. scription or other, is present in the infinite business concerns of the country, it becomes very difficult to ascertain, and dangerous to mistake, any certain test, by which to de ermine whether the transaction in the given case, comes within the principle of the exception to the general rule.

[blocks in formation]

prove the agency and contracts of the agent of a corporation, (for the appointment of the agent need not be by seal in the case of ordinary contracts) corporations, like natural persons, are bound only by the acts and contracts of their agents, done and made within the scope of their authority.a

(7.) Of the corporate name.

It is a general rule that corporations must take and grant by their corporate name. Without a name they could not perform their corporate functions; and a name is so indispensable a part of the constitution of a corporation, that if none be expressly given, one may be assumed by implication. A misnomer in a grant by statute, or by devise, to a corporation, does not avoid the grant, though the right name of the corporation be not used, provided the corporation really intended it to be made apparent. So, an immaterial variation in the name of the corporation, does not avoid its grant; though it is not settled with the requisite precision, what variations in the name are or are not deemed substantial. The general rule to be collected from the cases is,d that

Essex Turnpike Corporation v. Collins, 8 Mass. Rep. 299. Clark v. Corporation of Washington, 12 Wheaton, 40. Bank of U. S. v Dandridge, Ibid. 64. Leggett v. New-Jersey Manufacturing and Banking Company, New-Jersey Ch., April term, 1832. Bank of the Metropolis v. Guttchlick, 14 Peters, 19. As corporations act by agents, they are responsible in damages for injuries inflicted through their means. Goodloe v. City of Cincinnati, 4 Ohio Rep. 500. A special action on the case will lie for neglect of corporate duty, by which the plaintiff suffers Riddle v. Proprietors, &c., 7 Mass. Rep. 169. The powers and responsibilities resulting from corporate agents are very fully considered, and the substance of all the decisions is given in Angell & Ames on Corporations, ch. 9. b Anon., 1 Leon. Rep. 163. 1 Salk. Rep. 191. 475. 1 Kyd on Corporations, 234. 237. 250. 253. Case of the Chancellor of Oxford, 10 Co. 57. b.

5 Halsted's Rep. 323.

1 Blacks. Com. 474. 10 Co. 28. b. 29. b. Inhabitants v. String,

Co. 126. a. Road

al Kyd on Corp. 236-252. 6 Co. 64. b. 10 Company v. Creeger, 5 Harr. & Johns. Rep. 122. African Society v. Varick, 13 John's Rep. 38. The Turnpike Company v. Myers, 6 Serg. &

« ForrigeFortsett »