Susquehanna Bridge & Bank Co. v. General Insurance

Le Grand, C. J., delivered the opinion of this court. The decree in this case is unaccompanied by an opinion of the chancellor, and we are, therefore, not apprised of the reasons which induced him to sign it. The reversal of the decree is asked on several grounds, none of which, in our judgment, are tenable. It is objected that the appellant had no right to give the mortgage. This objection is answered by the fifteenth section of the act of 1814, chapter 66, which expressly authorises the corporation to deal in moitgages. But, independently of this, we are of the opinion it would have been competent to the corporation to have secured, by mortgage, a debt due by it; such power is necessarily incident to the power to borrow, and its exercise could only be restrained by express inhibition in the act of incorporation. It is contended there was no proof of the seal of the corporation. This is unnecessary when it is affixed by the proper officer or agent of the company. Angel and Ames on Corporations, 195, sec. 7. But, it is said, there- is no proof that Freeman, who professed to be the president, was so in fact. The evidence show's he held himself out to the world as such, and was dealt with accordingly by the community. If he were not in point of fact the president, the corporation owed it to the community to give notice of the fact. To allow a [312] person' publicly to proclaim himself authorised to act in a certain capacity, and to seek to avoid his acts when such avoidance would work to the advantage of the corporation, would be, but to authorise the perpetration of frauds on an unsuspecting community.- It is nowhere denied, in any of the answers, that Freeman Ivas the president at the timé of the execution of the mortgage; and it has been held by the Court of Appeals, in the' case of Burgess vs. Pue, 2 Gill, 287, that persons acting publicly, as officers of a corporation, are presumed to be rightfully in office, and that, in the absencé of proof on the subject, it is not incumbent on the party claiming under the acts of an officer de facto, to show that he has been properly elected.-- Piecree affirmed.