Glenn v. . Orr

Merrimon, J., (after stating the facts). It was admitted on the trial, that the books and records offered in evidence, were those of the National Express - and Transportation Company, and it must be taken from such admission, as there is no suggestion to the contrary, that the proceedings •entered in them, and the orders and statements therein made, are regular, and made by the proper clerk, secretary •or agent of the company, or some person authorized to make them. It must so appear, before such records and books can be received as evidence for any purpose. The records and books thus identified, were evidence— certainly prima facie evidence — of the organization and existence of the company. They purport to set forth the proceedings of the organization, a list of the names of the stockholders the number of shares of stock owned by each, when he subscribed for the same, the sum of money paid by each for his stock, and the sums due therefor remaining unpaid, and an account of its business transactions. *415 In Turnpike Company v. McCarson, 1 D. & B., 306, Chief Justice Ruffin said: “ The case does not state the contents of the subscription and corporation books that were produced, and therefore we cannot say positively of what they were evidence. We suppose them to be entries of such acts as the charter prescribed, as no deviation is specified. If so, those documents when identified, were not only evidence, but complete evidence of the organization and existence of the corporation.” The rule is so stated in Ang & Ames on Corp., §§513, 514, 679; and so also, Turnpike Co. v. McKeon, 10 Johns., 154; Gray v. Turnpike Co., 4 Rand (Va.) R., 578; Owings v. Speed, 5 Wheat., 420. The hooks of the corporation offered in evidence, including the stock-book purported to contain, as we have seen, a list of all its stockholders; the number of shares of stock owned by each; the sum of money paid, and the balance still due from each on account of his stock, and the name of the appellee appears as a stockholder, and his account is stated, showing a balance due from him for his stock. These books were competent evidence to prove that the appellee was a stockholder, and the state of his account as such, in respect to his stock. It was so decided in the similar case of Turnbull v. Payson, 95 U. S., 418, in which the Court say: “Where the name of an individual appears as a stockholder, the prima facie presumption is, that he is the owner of the stock; in a case where there is nothing to rebut the presumption ; and, in an action against him as a stockholder, the burden of proving that he is not a stockholder, or of rebutting that presumption, is cast upon the defendant.” See also Hamilton, &c., Plankroad Co., v. Rice, 7 Barb., 157; Coffin v. Collins, 17 Me., 440; Whitman v. The Granite Church, 24 Me., 236; Wood v. Railroad Co., 32 Ga., 273; Hoogland v. Bell, 36 Barb., 57 ; Morawetz on Pr. Corp., §270. The rule of evidence underlying this and similar cleci--sions, seems to he founded in convenience, and to rest upon *416 the further ground, that corporations in this country are the creatures of statute, with prescribed rights and powers, subject to an important extent, to public control and supervision, and are therefore presumed to exercise their powers as allowed and required by law, and to keep their records properly and truly. Such presumption may, of course, be rebutted, by any competent evidence. This rule might in possible cases work injury to a party, but this is not probable, and though objected to on this ground, it has the less weight, as generally every litigant has the right to testify in his own behalf. Turnpike v. McKeon, supra; Owings v. Speed, supra. There is error, and the appellant is entitled to have a new trial. To that end, let this opinion be certified to the Superior Court according to law. It is so ordered. Error. Reversed.