Grant v. Henry Clay Coal Co.

Mr. Justice Paxson delivered the opinion of the court, We have no difficulty in deciding that the certified copy of chapter 61 of the General Statutes of the Commonwealth of Massachusetts, enacted by the legislature, and approved by the governor thereof, on the 28th day of December 1859, was properly received in evidence. The said act was certified by the secretary of state, under the seal of the Commonwealth. This is in strict compliance with the Act of Congress of the 26th of May 1790, sec. 1, Brightly’s Digest 265, pl. 9, which provides that “ the acts of the legislatures of the several states shall be authenticated, by having the seal of their respective states affixed thereto.” The objection was made to the admission of this copy, that it is only a chapter or part of a statute and that as the whole was not certified, the portion offered was not evidence. We do not regard the objection as well taken. There is no evidence that the matter certified is only a portion of an act, except what may be drawn inferentially from a reference in the fifth section to another distinct act, as chapter sixty. The fact that one Act of Assembly refers to another act, does not render the former act incomplete in itself, nor make it necessary to certify the act to which such reference is made. The act in question provides for the organization of corporations in Massachusetts, and the reference in sect. 5th to chapter 60, shows it to have no connection with the organization of corporations, but to relate to matters subsequent thereto. It was held in Adle v. Sherwood, 3 Whart. 481, that if an Act of Assembly contains different subjects, it is not necessary that the whole act should be certified in order to make it admissible in evidence. It is sufficient to produce those sections which relate to the matter in question. The admission of the Massachusetts statute referred to in evidence, was followed by proof of the organization of the plaintiffs below, thereunder. The articles of association, with the signatures of the corporators thereto, and the notice of the time and place of their first meeting, were duly proved. The minute book of the company was properly received for the purpose of showing its organization. It is said in Angell & Ames on Corporations 573, that “ to prove the acts of a corporation necessary to be done in order to their corporate existence, the books of the corporation proven by the clerk or secretary, are competent evidence.” Up to this point there seems no difficulty. Then comes a cer [217] tificate of the president, treasurer, and a majority of the directors, certifying to the name of the company, its objects, its organization under the laws of Massachusetts, the amount of capital stock and par value of its shares, the amount of capital actually paid in, and the location of its place of business. This certificate is evidently in compliance with the 8th section of chapter 61. One copy thereof appears to have been filed in the office of the mayor of Boston, and another copy in the office of the secretary of the Commonwealth of Massachusetts. A copy from each office was offered in evidence, and objected to upon the ground that it was not properly certified. The certificate of 25thof February 1869 was objected to, upon the further ground that it contained erasures upon its face. The latter objection is disposed of by the testimony of Mr. Fuller. He says: “ The paper is just as I received it at the office of the secretary of state. I noticed an erasure when I got the paper from the office.” Nor is the remaining objection to this paper well founded. It appears to be certified in substantial compliance with the requirements of the first section of the Act of Congress of 27th of March 1804, Brightly 266, pl. 10. It is true there is no certificate that the attestation is in due form. It is to be remembered, however, that it is the secretary of the Commonwealth who certifies. He does so under the seal of the state ; and that portion of the Act of Congress which requires that officer to certify that “ the attestation is in due form,” would not seem to he applicable to a case where the secretary himself certifies a paper from his own office. It would be an unnecessary adherence to the letter of the statute to require him to certify that his own certificate is in due form. The certificate of the 25th of February 1869, having been properly admitted, the certificate of the mayor of Boston became unimportant. The testimony of Mr. Fuller, the secretary of the company, that the parties signed the articles of association and organized thereunder; the minutes of the company, proved by him to be in his handwriting, together with the copy of the declaration, filed in the office of the secretary of the Commonwealth, certified by that officer under the seal of the state of Massachusetts, sufficiently established the existence of the corporation. “ A corporation exists under the General Statutes, chap. 61, sect. 1, so as to be able to contract debts as soon as its first meeting has been held and its officers have been chosen, if not immediately upon the signing of the articles of association:” Hawes v. Anglo-Saxon Petroleum Company, 101 Mass. 385. The making of the certificate required by the General Statutes, chap. 61, sect. 8, is not a condition precedent to the existence of a corporation under that chapter: Merrick v. Reynolds Engine & Governor Co., 101 Mass. 381. We are bound by the decisions of the courts of Massachusetts, upon a matter relating to the organization of a corporation under [218] the statutes of that state. It was wholly unnecessary to give in evidence the certificate of the mayor of Boston, and its admission by the court, even if erroneous, did not injure the plaintiffs in error. This point is purely technical. There was evidence that the plaintiffs in error knew- that Mr. Douty was the agent of the Henry Clay Coal Company; that they dealt with him as such agent for about two years, making monthly settlements for the coal received from him. Having dealt with’the defendants in error as a de facto corporation, there is little merit in the defence now taken, that they were not duly incorporated, and,had no right to sue for the coal which it is admitted they delivered. Nor is there any question raised upon this record as to the right of this company, as a foreign corporation, to hold real estate, or even mining leases, in this state. If the Commonwealth has any interest in such inquiry, it can be made by her proper officer. It is a matter with which the plaintiffs in error have no concern. It is unnecessary to notice any of the other questions raised by the assignments of error. With the failure of their plea of nul tiel corporation, the case of the plaintiffs in error crumbles to pieces. Judgment affirmed.