37 Mich. 476 | Mich. | 1877
In the court below the corporate existence of the defendant in error was in dispute, and they sought to establish it by showing that the associates held the ordinary meetings of a religious society, and that they elected officers, among which was Fredenburg as treasurer. This evidence was held to be sufficient; the court regarding Fredenburg as precluded, by accepting the office of treasurer, from disputing the corporate existence. Now had any of the acts of the associates been unmistakably corporate acts, there would be some ground for the ruling of the court below. But such was not the case. Every act done, including the election of officers, was just as consistent with the existence of an unincorporated association as of a corporate body, and was just as proper to be done by the one as the other. Indeed, the evidence in the court below, taken together, tended very strongly to show that no corporation had ever been formed, and that the associates had not seen fit to avail themselves of the authority of the statute for that purpose. Under such circumstances there is no room for the suggestion that any one was estopped from denying the incorporation. Estoppels, never arise from ambiguous facts; they must be established by those which are unequivocal, and not susceptible of two constructions. See Bennett v. Dean, 35 Mich., 306.
