40 Md. 395 | Md. | 1874
delivered the opinion of the Court.
This suit was brought to recover a balance alleged to he due on account of work done and materials furnished to the appellant.
The appellee also offered in evidence, the certificate of incorporation, executed May 16th, 1870, and recorded August 13th, following.
Upon this evidence, the appellant asked the Court to instruct the jury:
1st. That there was no evidence legally sufficient to prove the authority of Dr. Sim, to bind the appellant by the contract under which the work was done and the materials furnished.
2nd. That the plaintiff is not entitled to recover for the work done and materials furnished, prior to the day on which the certificate of incorporation was filed for record.
3rd. That the amount paid by the trustee of the appellant should be credited to the account of work done subsequent to the recording of the certificate.
To the refusal of the Court to grant these instructions, the appellant excepted.
To entitle the plaintiff to recover, it was incumbent on him to offer evidence legally sufficient to prove that the apx^ellant authorized Doctor Sim to make the contract under which the work was done, or that it subsequently ratified the same. It was not necessary, however, to prove this by a direct vote or resolution of the company. It being conceded that corporations of this kind, acting within the
The second prayer proceeds upon the assumption that the defendant is not liable, provided the work was _ done prior to the recording of the certificate of incorporation. It is true, that under the general incorporation law of this State, the recording of the certificate was necessary to constitute the appellant a body politic. If, however, the contract was made with the plaintiff through Doctor Sim, acting as President of the appellant, after the certificate had been signed by the members of the proposed corporation, but before it was recorded, and the company, after its incorporation was complete, accepted the work done under the contract, it will be estopped, both in law and in equity, from denying its liability, on account of the same. In other words, the appellant will not be permitted to accept the work done and materials furnished by the plaintiff under a contract made prior to the recording of the certificate, and at the same, time deny its liability under it.
Prom what we have said, it follows that the third prayer was also properly refused. If the company was liable un
Rinding no error in the rulings below, the judgment will he affirmed.
Judgment affirmed.