Clark v. Farmers' Woollen Manufacturing Co.

By the Court, Nelson, J, It was decided, in the case of The Litchfield Iron Co.v.Bennett and another, 7 Cowen,234, that the directors of a corporation were not public officers, within the rule of evidence allowing their official existence to be proved by general reputation, though connected with the fact of their acting in such capacity. Assuming, however, that the appointment of the trustees in cases of this kind should ordinarily be proved by the records of the corporation, the non-production oí the books, in this case, on the call of the plaintiff, authorized the admission of secondary evidence. That given in this case falls within this species. By the third section of the act relative to incorporations for manufacturing purposes, 3 R. S. 810, the trustees are empowered to manage and conduct the “ stock, property, and concerns of the (such) company; ” and we therefore see no [258] valid objection to the trustees signing their names, and affix-ng qle gea] to the instrument in question. Under their general powers, and especially under the sixth section of the act, they might have appointed an officer, with authority to exeJ a , , , .. . , . cute contracts for them, on behalf or the company, and use their private seal. It does not appear that any such appointment had been made, nor that any particular person or persons had been designated by their by-laws for this purpose. The duty, therefore, necessarily devolved upon the trustees themselves. It was not necessary to have subscribed their own names; the corporate act, however, is not thereby vitiated. The seal is sufficient. 3 Johns. R. 226. 3 Bos. & Pul. 306. Sugden’s Vendors 688. The corporation are capable of “ buying, purchasing, holding and conveying any lands, tenements, hereditaments, goods, wares and merchandize,” necessary to enable them to carry on their manufacturing operations; and they are consequently capable of making contracts, and giving obligations for real or personal property, or in respect to any other dealings in reference to the concerns of the company ; otherwise credit could not be extended to them, and they must pay down, which would be an unreasonable construction of the powers conferred. The principal question made on the argument was whether the note is negotiable. If it is not, the plaintiff must fail. The seal of the corporation, when affixed to any deed or contract, by proper authority, is not distinguishable in its legal effect from that of an individual. The one is the seal of an artificial, the other of a natural person. It affords the highest evidence of the deliberate assent of the party to the deed or contract thus executed, and with some important exceptions, is binding, without the aid of the signature, even in the case of an individual. 1 Black. Com. 476. 2 id. 305, 6. Coke’s Inst. 234, n. v. Comyn’s Dig. tit. B. 1. 17 Ves. 459. A signature is never necessary in the case of a corporate body, as we have already seen. Promissory notes, which were made negotiable, the same as inland bills of exchange, by the statute of Anne, were not under seal, Chitty on Bills, 324 ; if they had been, since that statute all specialities could have been made negotiable, and the advantage in their favor, in respect [259] to the statute of limitations, would have introduced them into general use. A Prussian Pond in England is negotiable, but that rests upon usage, and the nature of the security. 10 Com.L.R. 16. Chitty on Bills, 109. By the instrument in that case, the lung of Prussia acknowledged that the sum mentioned in it was due to any person, for the time being the holders ; and the court likened it to a bank note. Bonds given by the East India Company were held not negotiable, but have been since made so by statute. Glyn. v. Baker, 13 East, 509. Chitty on Bills, 109. 51 Geo. 3, ch. 64. It is true, that in the case of the Prussian bond above referred to, Abbott, Ch. J. distinguished it from the India bond, in Glyn. v. Baker, saying, it did not appear.that those bonds were made negotiable. But if simply adding the words “ order,” or “ bearer,” could have had such effect, an act of parliament would have been unnecessary. It appears to have been conceded, by both counsel and court, in the case of Warren v. Lynch, 5 Johns. R. 239, that if the flourish (L. S.) at the end of the signature of a note made in Virginia, and payable in New-York, must have been considered equivalent to the impression of a seal here, the instrument would not have been negotiable for that reason. The position, we suppose, is too plain to require further consideration. It was said, on the argument, that the report ought not to be set aside, though the court should come to the conclusion that the note was not negotiable ; because the plaintiff had proved every material fact averred in his first count; and that the defendant should be left to his motion, in arrest of judgment. 2 Wendell, 163. The answer given to, this, we are of opinion, is conclusive : namely, that the power of the company to give such a note, with negotiable qualities, might depend upon proof under a private statute, and therefore the objection would not be available on demurrer to the declaration, or in arrest of judgment. If it could be avoided by proof, and it might by a private statute, (and if a public one, without proof,) then the plaintiff was entitled to an opportunity to introduce it. Report set aside.