Merrick v. Reynolds Engine & Governor Co.

101 Mass. 381 | Mass. | 1869

Colt, J.

This case was submitted to the court without a jury, and there was sufficient evidence to justify the finding that the work for which the plaintiff seeks compensation was actually done for the defendant corporation, under the direction of its agents, acting within the scope of their authority, either as officers having general charge of its affairs, or under the vote of the directors of April 9. It cannot be disturbed now as matter of law.

But it is contended that the Engine and Governor Company never had a legal existence as a corporation, for the reason that the original associates never so far complied with the provisions of the act relating to joint stock companies as to constitute themselves a body corporate. By the Gen. Sts. c. 61, corporations for manufacturing, mechanical and other purposes are allowed to be organized without special act of the legislature. By the first section, those who have associated themselves by written agreement, and, in the language of the statute, have complied with the provisions of the chapter, shall be and remain a corporation. The chapter then contains numerous provisions among which are those which provide for calling the first meeting by notice, signed by one or more of the persons named in the agreement, and published in some newspaper printed in the county, and, in § 8, the requirement that, before the corporation commences business, certificates of its officers, setting forth the corporate name and other particulars, shall be deposited by them with the secretary of the Commonwealth, and published and recorded in the manner there indicated. In the case at bar, the certificates named in § 8 were never signed, published or recorded.' All the acts of the association which in their order should precede them appear to have been regular and legal, and to have been proved by competent evidence. And, in the opinion of the court, this omission of the officers cannot be set up to defeat the plaintiff’s right to recover.

All the provisions of the statute are to.be construed together. By § 11, the officers of the corporation are made jointly and severally liable for all debts of the corporation contracted during the continuance of their neglect to perform the duties required by § 8. The company is required to file these certificates before it commences business, but the implication is unavoidable that there is a corporate existence which antedates the making of these certificates. The requisitions in regard to them are not, by a true interpretation of the statute, to be regarded as conditions precedent to the corporate existence. The organization must necessarily be completed before they can be made. The phrase in § 1, making the existence of the corporation dependent upon a compliance with the provisions of the whole chapter, means only those provisions which in terms or by reasonable implication precede its formation. The chapter is full of requirements which necessarily imply the previous creation of a corporate life.

In Dooley v. Cheshire Glass Co. 15 Gray, 494, it was held that a corporation organized under the joint stock act of 1851 was estopped to set up, in defence of an action, the falseness of a certificate of its organization, filed by its officers, in compliance with the statute, in the office of the secretary of the Commonwealth. Utley v. Union Tool Co. 11 Gray, 139, was a case where it was sought to charge private stockholders, and it was held that the plaintiff must show the existence of articles of association in writing, and, failing to show that, he failed to show necessary steps to the assumption of corporate power. Boston Acid Co. v. Moring, 15 Gray, 212. Newcomb v. Reed, 12 Allen, 362. Narragansett Bank v. Atlantic Silk Co. 3 Met. 282.

Exceptions overruled.