— Transferred from the Supreme Court-Appellant sues as the Indiana Bond Company, averring that it is the holder of certain street improvement bonds, and seeks to enforce the statutory lien against appellees’ real estate for an assessment for such street improvement. The complaint does not show in what capacity appellant sues.
Appellees answered in abatement in two paragraphs. In the first paragraph it is alleged that appellant purports to be
The second paragraph of answer alleges that on the 5th day of February, 1895, certain parties named filed in the office of the Secretary of State, what purported to be certain articles of incorporation; and on the 22nd day of March, 1896, the same parties procured from the Secretary of State what purported to be a certified copy of these articles of association, and on the 23rd day of March, 1896, filed the same in the recorder’s office of Marion county, and the same were recorded in the miscellaneous record book of that office, a copy of which purported articles are filed with and made a part of the answer. It is further alleged that appellant has no legal existence, for the reason that on the 5th day of February, 1895, there was no law authorizing the incorporation of appellant, and that the alleged incorporators never at any time filed in the recorder’s office of Marion county a duplicate of the alleged articles of incorporation filed in the office of the Secretary of State.
The alleged articles of incorporation filed with the answer state that “The undersigned, and such other persons as may become associated with us by the purchase of stock, desiring to form a corporation under the laws of the State of Indiana for the purpose of carrying on the business of buying and selling bonds, and such other business as may be connected therewith, do hereby certify that we have associated our
It is fundamental that a corporation can be created, and can exist, by virtue of statutory authority, and by that only. If a corporation organizes under a general act, and inserts in its articles of association regulations and provisions additional to those required by the creative statute, such additional regulations and provisions are void. Bor is the corporation permitted to place any restrictions upon the manner of exercising its corporate duties other than the statute provides. If a corporation claims the right to exist for a certain purpose, it must show that it was organized under a statute authorizing the creation of a corporation for that particular purpose. See 1 Cook Corp. (4th ed.) section 4 et seq. It is not claimed by appellant’s counsel that at the
We can not agree with counsel that the thirteenth subdivision of section 4583, supra, authorizes the creation of a corporation for the purpose of buying and selling bonds. •The term “merchandise” does not include bonds. A bond is nothing more than a mere evidence of value. While the term “’merchandise” does not seem to have any fixed legal signification, yet its commonly accepted meaning is limited to things that have an intrinsic value, in bulk, weight, or measure, and which are bought and sold. Anderson Law Diet. See Kent v. Liverpool, etc., Ins. Co., 26 Ind. 294, 89 Am. Dec. 463. Thus where a charter, incorporating a steamboat company, granted a right to run a steamboat “for
It is further argued that as appellant has assumed, under color of law and claim of right, to exercise corporate functions, the only method provided for questioning its right to use corporate franchises is by an information in the nature of a quo warranto, filed under the provisions of section 1146 Burns 1894. It is true that the legality of the organization of a corporation can not be collaterally questioned, but must be tested by an information; and that where there has been a good faith effort to organize a corporation under the law, and corporate functions have been assumed and exercised, the organization becomes a corporation de facto, and, as a general rule, its existence can not be inquired into collaterally. But the distinction must be kept in view between an attempted incorporation under a statute authorizing the creation of such corporation, and an attempted incorporation
In Heaston v. Cincinnati, etc., R. Co., supra, it is said: “A de facto corporation, that by regularity of organization might be one de jure, can sue and be sued. And a person who contracts with such corporation, while, it is acting under its de facto organization, who contracts with it as an organized corporation, is estopped, in a suit on such contract, to deny its de facto organization at the date of the contract; but this does not extend to the question of legal power to or
_ _ If the right to dispute the corporate organization exists in such a case as the above, it certainly exists in the case at bar, where there is no contractual relation. The question of what rights, if any, the directors and stockholders of an attempted organization as a corporation might have is not before us in this suit, and upon that question we decide nothing. There was no error in overruling the demurrers to the answers.
Judgment affirmed.