Coffin v. Collins

The opinion of the Court was prepared by Weston C. J. The logs in controversy, having been taken from the possession of the plaintiffs, to sustain the defence, it was incumbent on the defendant to prove, that the Narraguagus Log-driving Company was an existing corporation, legally acting as such, that Jordan was a member of it, that the logs were his property, and that they were duly seized, in virtue of an execution against the company. The acceptance of the charter, creating that company, like every other controverted fact, is to be proved by the best evidence, in the power.of the party who relies upon it. The books of a corporation are the regular evidence of their doings. Owings v. Speed & al. 5 Wheat. 420. Parol evidence is in its nature of an inferior character. If books have not been kept, or have-been lost or destroyed, or not accessible to the party, upon whom the affirmative lies, doubtless an acceptance of the charter may be proved by implication from their acts, if such acts are otherwise capable of proof. In this case an individual claimed to hold and exercise the office of clerk of the company. He might have been summoned to attend with their books. For any thing which appears, the acts and doings of the corporation might, in this mode, have been duly and regularly proved. The declarations of some of the persons named in the charter, or the movement of part of them, in the business [443] contemplated by it, would affect them only as individuals, unless done in a regular corporate capacity, or under the direction of the corporation. No formal vote of acceptance was necessary. It may be implied from proof of any regular corporate act, of which as has been before stated, its books are the best evidence. But whatever proof may have been offered of the acceptance of the charter, by some of the corporators, it does not appear, that Jordan became actually a member. His being named in the act, does not necessarily prove his assent to, or acceptance of tho powers conferred. Ellis v. Marshall, 2 Mass. R. 269. The act renders the private property of every member liable for the debts of the corporation. Special Laxos of 1836, c. 159, ^ 6. There should be regular proof of the existence of the corporation, and the actual membership of the party to be affected, before a liability so onerous can legally attach. Exceptions overruled.