Oxford Iron Co. v. Spradley

46 Ala. 98 | Ala. | 1871

PECK, C. J.

1. Under the pleadings in this case, the note, or copy of which is given in the bill of exceptions, was properly admitted in evidence, without proof of its execution. The suit is against the defendant as a corporation, and the complaint states that the note was made by the defendant. It is signed thus:

“ Oxford Iron Company,

Per Richard L. Campell, Pres’t.”

It purports to be the note of the corporation defendant, made by its agent, the president of the company, and is the foundation of the suit. There was, therefore, no error in permitting it to be read to the jury without proof of its execution, as its execution was not denied by a plea verified by affidavit. — Rev. Code, § 2682; Ala. Coal Mining Co. v. Brainard, 35 Ala. 476; Ala. & Miss. Rivers Railroad Co. v. Sanford, 36 Ala. 703. In the first named of these cases, it is held, that said section 2682 applies not only to cases where the instrument purports, on its face, to be executed by the defendant, his partner, agent, or attorney, but also where the complaint states it to have been so made. This disposes of the three first objections of the defendant to the reading of the note to the jury.

The fourth objection is, that it was not shown that the corporation defendant had the capacity to contract, or that Campbell, the president, had the power to bind it. The latter part of this objection is substantially like the third, and is therefore already disposed of. The other part of the objection, as to the capacity of the defendant to contract, is not well taken.

There are certain powers and capacities incident to every private corporation; among these is the capacity to sue and be sued, to take and grant property, to contract obligations; and do all other acts, not inconsistent with its charter, as natural 'persons may. — Angelí & Ames on Corp., 2d ed., pp. 65-6. These powers may be freely exercised, whenever their exercise is essential to the accomplishment of the objects and purposes for which a corporation is created. An express authority is not required to confer on a 'corporation the right to draw, indorse, or to accept bills of exchange, or to make or receive promissory notes, provided the exercise of such a power is not obviously foreign to the purposes of its creation. — Angelí & Ames, 192-3. And it will be implied, if not expressed, whenever it is directly or indirectly necessary to accomplish the purposes of its charter.

Under our general credit system, and the manner and modes of doing business, the success and prosperity of manufacturing corporations, and other enterprises of like character, would be greatly impeded and embarrassed, if not utterly destroyed, without the capacity and powers to contract debts, borrow money, and make and receive bills of exchange and promissory notes. Therefore, these powers will be inferred, where there are no prohibitions to the contrary in their charters. The presumption is in favor of the validity of notes made by or to such corporations, and that they are made in the lawful course of their business, until the contrary is proved. — Angell & Ames, 198; The New York Firem. Ins. Co. v. Sturges, 2. Cowan, 664.

2. In the case of the Oxford Iron Company v. Quinehelt, 11 Ala. 187, we held that “ a contract made during the late rebellion, to loan or hire mules to a party known, at the time, to be engaged in the manufacture of iron for the late Confederate government, with a knowledge on the part of the bailor that said mules are wanted by said party, and are borrowed or hired by him to be employed in the manufacture of iron for said Confederate government, to be used by said government for military purposes, in carrying on said rebellion against the United States, is in violation of public policy, and void; and no action can be maintained on the same.”

We can see no substantial difference, in principle, between that case and the present. The evidence in this case tends to show that the note sued on was given for money loaned, or for a note that the plaintiff held on one Haralson, which he left the company to collect, and when collected the money was to be used by the company in erecting its iron works, and in making iron for the Confederate government, for military purposes, and to aid it in carrying on the rebellion against the United States, and that this was known to the plaintiff.

The plaintiff was examined as a witness in his own behalf, and among other things, stated that when he went into the employment of the defendant in 1862, he had been informed that the Oxford Iron Company was erecting its own works to make iron for the Confederate government, to be used for military purposes against the United States. He also stated that the note on Haralson was the consideration of the note sued on; that E. L. Campbell told him that -the company would take the note on Haralson and collect it, and give the plaintiff the company’s note for the amount of said note, and use the money collected on Haralson’s note in defraying the expenses of erecting the iron works. This, with the other evidence in the case, we thinkj tends to show that the note sued on was made upon an illegal consideration, and formed a part of a transaction in violation of public policy. Therefore, the fifth and sixth charges asked by the defendant were proper charges, and should have been given, that the jury might have determined the true character of the entire transaction between the parties.

This defense on the part of the defendant and the persons composing the corporate body, we readily admit, is dishonest, unconscientious and immoral, and is not allowed for its or their sake, but is permitted solely on principles of public policy. If the plaintiff has made an illegal contract with the defendant, the courts can not, without a violation of judicial propriety, help him to enforce it.

8. The question as to the corporate character of the defendant is not properly raised on this record. The plea of nul tiel corporation, where a defendant is sued as a corporation aggregate, is an inappropriate plea, and an inconsistency in itself. We find no precedent for such a plea in such a case, nor any case in which it has been pleaded. The appointment of an attorney, and an appearance by him for the defendant, is an admission on the record that the defendant is a corporation; therefore, if the court has been mistaken in any of its charges on this subject, it is an error that does not prejudice the defendant.

Eor the errors above noticed, let the judgment of the court below be reversed, and the cause remanded at appellee’s costs.