Cattron v. First Universalist Society

Rothrock, J. i. corporaity of officers: íioteíIssoiy I. Upon an examination of the articles of incorporation introduced in evidence, it appears that the business of the defendant was required to be inanaged and conducted by the officers as a board of trustees. The officers consisted of a president, two vice-presidents, a secretary and a treasurer. The president and secretary only executed the note sued upon, and there is no showing that by any by-law, act, resolution or custom of doing business, authority was conferred upon the two officers named to execute notes or transact other business of the corporation. In the absence of such showing it must be conceded that the note was not originally executed and delivered by the defendant. II. It is true that, notwithstanding the defective execution of the note, the defendant by its subsequent acts in ratifica [108] tion of the transaction out of which the note originated, or by a ratification of the note itself, might have rendered itself liable thereon. .This was a question of fact submitted to the court below, and we are not prepared to say that the conclusion that there was no ratification is so manifestly unsupported by the evidence as to demand our interference. . It is proper to say further, upon this branch of the case, that whether the consideration named in the note was intended as a donation to the church, or whether it was intended to make claim against the church, or look to other parties for re-payment, are questions which are not free from doubt, as we read the evidence. 2_._. • III. While we hold that there was no error in the ruling in the Circuit Court that, under the evidence, this action against the defendant upon the note cannot be maintained, we do not determine that the church corporation is not liable for debts contracted by it for the purpose of erecting its house of worship, or for money borrowed to pay such indebtedness. Undoubtedly the power to erect the church building carries with it power to raise the necessary means to accomplish the purpose, and to this end debts may be contracted, and evidence thereof in the form of promissory notes would be valid. Parsons on Notes and Bills, Yol. 1, p. 161. But as this action is founded upon a note which was not properly executed, and which the court was authorized in finding was not afterward adopted and ratified by the defendant, the judgment of the Circuit Court will be Affirmed.