80 Pa. 208 | Pa. | 1875
delivered the opinion of the court,
We have no difficulty in deciding that the certified copy of chapter 61 of the General Statutes of the Commonwealth of Massachusetts, enacted by the legislature, and approved by the governor thereof, on the 28th day of December 1859, was properly received in evidence. The said act was certified by the secretary of state, under the seal of the Commonwealth. This is in strict compliance with the Act of Congress of the 26th of May 1790, sec. 1, Brightly’s Digest 265, pl. 9, which provides that “ the acts of the legislatures of the several states shall be authenticated, by having the seal of their respective states affixed thereto.” The objection was made to the admission of this copy, that it is only a chapter or part of a statute and that as the whole was not certified, the portion offered was not evidence. We do not regard the objection as well taken. There is no evidence that the matter certified is only a portion of an act, except what may be drawn inferentially from a reference in the fifth section to another distinct act, as chapter sixty. The fact that one Act of Assembly refers to another act, does not render the former act incomplete in itself, nor make it necessary to certify the act to which such reference is made. The act in question provides for the organization of corporations in Massachusetts, and the reference in sect. 5th to chapter 60, shows it to have no connection with the organization of corporations, but to relate to matters subsequent thereto. It was held in Adle v. Sherwood, 3 Whart. 481, that if an Act of Assembly contains different subjects, it is not necessary that the whole act should be certified in order to make it admissible in evidence. It is sufficient to produce those sections which relate to the matter in question. The admission of the Massachusetts statute referred to in evidence, was followed by proof of the organization of the plaintiffs below, thereunder. The articles of association, with the signatures of the corporators thereto, and the notice of the time and place of their first meeting, were duly proved. The minute book of the company was properly received for the purpose of showing its organization. It is said in Angell & Ames on Corporations 573, that “ to prove the acts of a corporation necessary to be done in order to their corporate existence, the books of the corporation proven by the clerk or secretary, are competent evidence.”
Up to this point there seems no difficulty. Then comes a cer
The certificate of the 25th of February 1869, having been properly admitted, the certificate of the mayor of Boston became unimportant. The testimony of Mr. Fuller, the secretary of the company, that the parties signed the articles of association and organized thereunder; the minutes of the company, proved by him to be in his handwriting, together with the copy of the declaration, filed in the office of the secretary of the Commonwealth, certified by that officer under the seal of the state of Massachusetts, sufficiently established the existence of the corporation. “ A corporation exists under the General Statutes, chap. 61, sect. 1, so as to be able to contract debts as soon as its first meeting has been held and its officers have been chosen, if not immediately upon the signing of the articles of association:” Hawes v. Anglo-Saxon Petroleum Company, 101 Mass. 385. The making of the certificate required by the General Statutes, chap. 61, sect. 8, is not a condition precedent to the existence of a corporation under that chapter: Merrick v. Reynolds Engine & Governor Co., 101 Mass. 381. We are bound by the decisions of the courts of Massachusetts, upon a matter relating to the organization of a corporation under
Nor is there any question raised upon this record as to the right of this company, as a foreign corporation, to hold real estate, or even mining leases, in this state. If the Commonwealth has any interest in such inquiry, it can be made by her proper officer. It is a matter with which the plaintiffs in error have no concern.
It is unnecessary to notice any of the other questions raised by the assignments of error. With the failure of their plea of nul tiel corporation, the case of the plaintiffs in error crumbles to pieces.
Judgment affirmed.