93 Mass. 326 | Mass. | 1865
The main defence to this action appears to have been that the contracts or agreements on which the plaintiffs rely in support of their claim against the defendants were such that the latter had no power or authority to make them under the act of the legislature by which they were incorporated, and that they cannot for that reason be enforced in a court of law. The later English authorities seem to sanction the doctrine that such a ground of defence, although it may be “ unbecoming and ungracious,” or, in the stronger language of Lord St. Leonards, “ indecent,” is nevertheless legal and valid, if it be made to appear, either by the express provisions of an act of incorporation or by necessary and reasonable implication therefrom, that a contract which is sought to be enforced in an action at law against a corporation is beyond the scope of the powers granted by its charter; or, in other words, that the legislature did not intend that the body created by them should enter into contracts of a character like that which a plaintiff makes the foundation of a claim against it. South Yorkshire Railway, &c. v. Great Northern Railway, 9 Exch. 55, 85. Bateman v. Ashtonunder-Lyne, 3 Hurlst. & Norm. 323. Norwich v. Norfolk Railway, 4 El. & Bl. 397, and cases cited. Hawkes v. Eastern Counties Railway, 1 De G., Macn. & Gord. 737, 760. A similar doctrine has been recognized and applied by courts in this counry. Pennsylvania, &c. Steam Navigation Co. v. Dandridge, 8 Gill & J. 248. Hood v. New York & New Haven Railroad, 22 Conn. 502. Pearce v. Madison, &c. Railroad, 21 How. 441. Angelí & Ames on Corp. § 256, and cases cited. It is on the principle which seems to be adopted by these authorities that the defendants rely to defeat the present action.
We have no occasion now to examine at length into the correctness of this doctrine, or to ascertain with precision its proper limitations or operation, because we are of opinion that the defendants do not bring the case at bar within any recognized
But the next step is not so easily taken, nor does it lead to the point at which the defendants seek to arrive. It was not shown at the trial that the steamboat which was the subject of the contracts with the plaintiffs was not a necessary and proper vessel to be used by the defendants in the prosecution of the business of their terry, nor that by reason of its ownership they had exceeded the limit of personal property which they were empowered by their charter to hold. Nor could it be
These views of the extent of the authority granted to the defendants by the legislature are a decisive answer to the defence
It was further objected on the part of the defendants, at the trial, that the evidence was insufficient to show that the treasurer of the corporation was authorized to enter into the agreement set up by the plaintiffs as the foundation of their claim, or that the agreement had been so ratified by the defendants as to be binding on them. On this point, the ruling of the court was sufficiently favorable to the defendants. The evidence of ratification was plenary, and well authorized the jury in finding the fact. Not only did the defendants allow the steamboat to continue in the employment of the United States for upwards of seven weeks, under the contracts made with the plaintiffs, without dissent or objection, but it is expressly found that the money under the charter party “ was collected by the defendants and duly entered on their books,” and that this money was collected by the defendants from the government under an agreement .with the plaintiffs. It is difficult to see how a ratification could be more satisfactorily shown.
It was suggested at the argument that the contract between the parties for letting the steamboat to the United States was against public policy, and for that reason one under which the plaintiffs could not claim to recover. No such point seems to have been raised at the trial or ruled upon by the court. It is not, therefore, open on the exceptions. But we feel bound to say that we see no ground in the facts stated for any such assumption. It does not appear that the steamboat was let to the
Exceptions overruled.