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any equivalent word, so described as to include and contain in fact negotiable instruments, would pass them, unless something in the will opposed this construction. If the paper was payable to bearer, or was indorsed in blank, and in either way negotiable by delivery, we should more confidently expect that it would go to the legatee.



AT common law a corporation could bind itself only by its seal, and its written name was apparently of no use but to verify its seal. This rule was subject to certain exceptions, however, at a very early period; and in modern times, with the great increase of mercantile and trading corporations, it has been greatly relaxed.(1) In this country it was long since entirely discarded.(m) In England, at the present day, a corporation may draw or accept bills of exchange, when expressly authorized by its charter, or when it is imperatively necessary for the conducting of its legitimate business; as in the case of banking and trading corporations.(n) But according to the better opinion, the power is confined to these cases. Therefore, it seems that a corporation, created for the purpose of supplying the inhabitants of a city with water, cannot accept a bill of exchange

(1) See Henderson v. Australian Royal Mail Steam Nav. Co., 5 Ellis & B. 409; Australian Royal Mail Steam Nav. Co. v. Marzetti, 11 Exch. 228; Fishmongers' Company v. Robertson, 5 Man. & G. 131; Clark v. Cuckfield Union, 1 Lowndes & M. 81, 11 Eng. L. & Eq. 443; Copper Miners' Co. v. Fox, 16 Q. B. 229; Diggle v. London & Blackwall Railway Co., 5 Exch. 442; Mayor of Ludlow v. Charlton, 6 M. & W. 815; Arnold v. Mayor of Poole, 4 Man. & G. 860; Paine v. Strand Union, 8 Q. B. 326; Lamprell v. Billericay Union, 3 Exch. 283; Sanders v. St. Neot's Union, 8 Q. B. 810; Church v. Imperial Gas Light & Coke Co., 6 A. & E. 846; Smart v. West Ham Union, 10 Exch. 867; Smith v. Cartwright, 6 Exch. 927; Beverley v. Lincoln Gas Light & Coke Co., 6 A. & E. 829; Reuter v. Electric Telegraph Co., 6 Ellis & B. 341, 37 Eng. L. & Eq. 189; Lowe v. London & Northwestern Railway Co., 18 Q. B. 632.

'm) Bank of Columbia v. Patterson, 7 Cranch, 299. And see cases cited in 1 Parsons on Cont. 118, note c.

(n) The Bank of England and the East India Company are instances. See Rex v. Bigg 3 P. Wms. 419; Edie v. East India Co., 2 Burr. 1216; Murray v. East India Co., 5 B. & Ald. 204.

in England.(o) In this country, however, it may be regarded as settled, that the power of corporations to become parties to bills of exchange or promissory notes is coextensive with their power to contract debts. Whenever a corporation is authorized to contract a debt, it may draw a bill or give a note in payment of it. Every corporation, therefore, may become a party to bills and notes for some purposes. (p) Thus, a mere religious corporation may need fuel for its rooms, and as an economical measure may buy a cargo of coal, and give its note for it; and

(0) Broughton v. Manchester & S. Water Works Co., 3 B. & Ald. 1. Bayley, J. said "The act of Parliament, by which this corporation is established, does not contain any express power by which they are enabled to become parties to bills of exchange ot promissory notes, nor is there anything in the purpose for which this corporation was established from which it is to be implied that such a power was meant to be given. It seems to me that the drawing of bills of exchange was quite foreign to the purpose for which this corporate body was established, which was for the erecting and carrying on waterworks in a particular place. There being no power expressly given to them to make promissory notes, or to become parties to bills of exchange, I should doubt very much whether such a corporation would have any power so to bind themselves for purposes foreign to those for which they were originally established." Best, J. said: "I am of opinion that this action is not maintainable, because this case comes within that rule of law by which corporations are prevented from binding themselves by contract not under seal. When a company like the Bank of England, or East India Company, are incorporated for the purposes of trade, it seems to result from the very object of their being no incorporated, that they should have power to accept bills or issue promissory notes; it would be impossible for either of these companies to go on without accepting bills. In the case of Slark v. Highgate Archway Co., 5 Taunt. 792, the Court of Common Pleas seemed to think, that unless express authority was given, by the act establishing the company, to make promissory notes eo nomine, a corporation could not bind itself except by deed. Now there is nothing in the act of Parliament establishing this company, which authorizes them to bind themselves, except by deed. The company, too, was not created for the purposes of trade, but merely to carry on the business of supplying the inhabitants of a particular place with water. Now it cannot be necessary, for this purpose, that they should become the makers of promissory notes, or the acceptors of bills of exchange. As, therefore, the nature of the business in which they are engaged does not raise a necessary implication that they should have the power to accept bills, and as no authority is expressly given by the act of Parlia ment for that purpose, I am of opinion, on this ground, that this action cannot be maintained." The case, however, was decided on another ground. See also, East London Water-Works Co. v. Bailey, 4 Bing. 283.

(p) Barker v. Mechanic Ins. Co., 3 Wend. 94; Mott v. Hicks, 1 Cowen, 513; Planters' Bank v. Sharp, 6 How. 301, 302; Marvine v. Hymers, 2 Kern. 223; Bank of Genesee v. Patchin Bank, 3 Kern. 309; Moss v. Oakley, 2 Hill, 265; McCullough v. Moss, 5 Denio, 567; Attorney-General v. Life and Fire Ins. Co., 9 Paige, 470; Came v. Brigham, 39 Maine, 35; Munn v. Commission Co., 15 Johns. 44; Kelley v. Mayor of Brooklyn, 4 Hill, 263; New York Floating Derrick Co. v. New Jersey Oil Co., 3 Duer, 648.

such a note would undoubtedly be valid in this country. (q) So also a bill or note given by a corporation will be presumed to have been given in the course of its legitimate business, until the contrary appears.(r) And a note given by a corporation will, it seems, be valid in the hands of a subsequent indorsee, without notice, whatever may be the purpose for which it was given; (s) and we think it would be valid in the hands of the payee, unless the transaction was clearly fraudulent, and the payee, either from actual knowledge or the nature of the transaction, had notice of it. If, for example, the Trustees of Columbia College in New York bought a cargo of cotton, and gave their negotiable note for twenty thousand dollars, the seller might suppose that they had need of some means of transmitting a large amount of money, and found that they could do it to most advantage by using this cotton; or that they wanted it for some other legitimate purpose. Such a note would clearly be valid in the hands of a bona fide holder without notice; nor do we think that the nature of the transaction merely would be notice to the original payee that it was given for an unauthorized purpose.(t)

(q) See cases supra.

(r) Barker v. Mechanic Ins. Co., 3 Wend. 94; Hart v. Missouri State Mut. F. & M. Ins. Co., 21 Misso. 91; Safford v. Wyckoff, 4 Hill, 442. See McCullough v. Moss, Denio, 567.

(s) Bank of Genesce v. Patchin Bank, 3 Kern. 309; Willmarth v. Crawford, 10 Wend. 341. But see Halstead v. Mayor of New York, 5 Barb. 218, 3 Comst. 430.

(t) In Moss v. Rossie Lead Mining Co., 5 Hill, 137, it was held, that if an incorporated company purchase property and convert it to their own use, they will not be permitted to defeat a recovery for the price, by showing that the purchase, on account of the nature of some of the property, was probably, though not necessarily, an abuse of the powers granted by their charter; otherwise, if the vendor was apprised at the time of the sale that the company were acting in violation of their charter. In that case, the Rossie Lead Mining Company, a corporation, purchased a large amount of property which had been previously used by the vendor in carrying on the business of washing and smelting lead ore, consisting in part of a house and lot, fifty acres of improved land with several houses thereon, a building which had been used for a store, a school-house, threshing-machine, &c. Held, in an action upon one of several notes given for the purchase-money, that the purchase was not necessarily an excess of the power granted by the charter, and that the plaintiff was, therefore, entitled to recover. Cowen, J. said: "I am not aware that a corporation, more than another, may purchase and convert an article to its own use, and then object that it acted beyond the statute power. It is itself a sort of agent, and must be the judge as between itself and the vendor whether the article be wanted or not. The vendor cannot pronounce upon the question. A school-house or threshing-machine may be useful, though it be con

If it appears upon the face of a bill or note made by a corporation, that the corporation was prohibited from making it, it has been held that every holder must take notice of this at his peril.(u)

A corporation is not authorized, it is said, to give a note for the accommodation of a third person; and any one who receives such a note, with notice of the circumstances under which it was given, cannot recover upon it.(v) We cannot but think, however, that there may be exceptions to this rule.

ceded that the corporation have no power to keep school, hire a schoolmaster, or embark in the employments of agriculture. The materials of either may have been desirable for improving the legitimate apparatus. Being on the spot, it might have been thought prudent to take them to pieces and devote their parts to lawful repairs. The purpose is a secret between the company and the hands that transact their business; and as against the vendors, who have not been told that the purchase was an idle one, the company must be estopped. If they really abuse their power in making purchases of that sort, the people have a remedy by information in the nature of a quo warranto. The vendor knows not, nor can he conjecture, that his vendees are engaged in violating the policy of the country. He is innocent; the vendees alone are guilty." But see McCullough v. Moss, 5 Denio, 567. See also Indiana v. Woram, 6 Hill, 33.

(u) Thus, in Broughton v. Manchester & S. Water-Works Co., 3 B. & Ald. 1, it was held, that a corporation, other than the Bank of England, could not be acceptors of a bill of exchange, payable at a less period than six months from the date; because such a case falls within the provision of the several acts of Parliament passed for the protection of the Bank of England, by which it is enacted, that it shall not be lawful for any body corporate to borrow, owe, or take up any money upon their bills or notes payable at demand, or at any time less than six months from the borrowing thereof; and the objection appearing on the face of the bill, no recovery could be had thereon by any subsequent indorsee. Holroyd, J. said: "I take it to be clear, that where a statute prohibits a thing to be done, and does not expressly avoid the securities which fall within the prohibition, there, if the violation of the law does not appear on the face of the instrument, and the party taking it is ignorant that it was made in contravention of the statute, it is an available security in the hands of such a person. .. But here the defendants are made a corporation by a public act of Parliament, and every person is bound to take notice of that act; and when, therefore, a holder of a bill, though a bona fide indorsee, takes the defendants' acceptance, he must know that they are a body corporate; and he therefore receives it, knowing it to be the acceptance of a corporation prohibited from owing money on such a bill: he is not, therefore, an innocent indorsee, because he takes a bill which he knows to be prohibited by statute And see Safford v. Wyckoff, 1 Hill, 11, 4 Hill, 442; Attorney-General v. Life and Fire Ins. Co., 9 Paige, 470.


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(v) It was so decided in the recent case of Bank of Genesee v. Patchin Bank, 3 Kern. 309. Denio, J. said: "It is quite clear that the officers of a banking association or other corporation have no power to engage the institution as the surety for another, in a business in which it has no interest. Such a transaction is without the scope of the business of the company. The authority of the governing officers of a corporation, to affect it by their contracts in its name, is of the same general character as that

It may be added, that a corporation may be sued in assumpsit on any simple contract which they have power to make. They can make a note or accept a bill only by an agent or attorney. But they can give the requisite authority by vote, or by conferring any powers or any employment upon an agent, which, by a reasonable implication, gives this authority. Thus, a general agent for business in which notes are frequently given, may give the note of the corporation.(w)

But an agent or factor employed for a specific business cannot go beyond it and give a note. Thus, in Massachusetts many years ago it was held, that an agent authorized to sell goods for a corporation, and to purchase the stock of which they were made, and even to purchase this on credit, could not give the note of the corporation. (x) And more recently, the Supreme Court of the same State held, that an agent authorized by a corporation to advance money to a mortgagor of land to them, for a specific purpose, could not bind them by giving their note for the same amount.(y)

A corporation, like a natural person, may transact its business in the name of an agent; and the agent's name is then, pro hac vice, the name of the corporation. If, therefore, the agent of a corporation gives a bill or note in his own name, but for the debt or in the business of the corporation, and it appears that this was the mode in which the corporation usually transacted its business, it will be bound.(z)

which a partner has to bind the firm. In either case, if they contract in a matter to which the business of the corporation or partnership does not extend, their engagements are invalid as against the corporation, for want of authority to conclude those in whose behalf they assume to act. I do not speak now of a case where the particular transaction is forbidden by some positive law, or is hostile to some principle of public policy, but simply as to cases where the question relates to the authority of the agent.

The officers of a bank have no right to indorse in its behalf the paper of other persons in which it has no interest, or to make the bank a party to paper for the accommodation of any one. Such contracts are void, upon the same principle that an indorsement by a partner of the firm name, without the consent of his copartners, for the accommodation of a third person, would be inoperative against the firm."

(w) See Narragansett Bank v. Atlantic Silk Co., 3 Met. 282; Melledge v. Boston Iron Co., 5 Cush. 158.

(x) Emerson v. Providence Hat Man. Co., 12 Mass. 237.

(y) Webber v. Williams College, 23 Pick. 302. And see ante, p. 116, note s. (2) This point was much considered in Melledge v. Boston Iron Co., 5 Cush. 158. That was an action against the defendants on certain promissory notes, signed "Horace Gray & Co." At the trial the judge instructed the jury, that, as the defend

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