109 N.Y. 512 | NY | 1888
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[EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *519 The answer put in issue the allegation in the complaint that the notes sued upon were made by the corporation defendant. It became necessary, therefore, for the plaintiff, in the first instance, to show or to give evidence which legitimately raised a presumption that the notes were the corporate obligations of the defendant. Neither party entered into any investigation of the question whether the execution of the notes was in fact authorized by the corporation. The fact that the defendant was a body corporate was admitted in the pleadings, and it was shown that it was organized under the act for the incorporation of religious societies, passed April 5, 1813, and the amendatory act chapter 45 of the Laws of 1863. The plaintiff further proved that the notes were signed by the persons whose names are affixed thereto, and that they were, respectively, the president, secretary and treasurer of the defendant, and constituted three of the five members composing its board of trustees. The plaintiff also proved title to the notes by transfer from the administrators of the payee, in consideration of an indebtedness of the estate of the decedent to the plaintiff. The notes were offered and received in evidence, and upon the admissions and proofs thus made the plaintiff rested its case. The defendant on its part proved, upon cross-examination of the witnesses for the plaintiff, the single additional fact that the notes were signed by the officers of the defendant, acting separately, and not at the same time or place, or while assembled as a board of trustees.
The defendant, for one of its defenses, asserts the incapacity of a religious corporation, organized under the act of 1813, to borrow money and issue negotiable paper therefor, even although the money may have been borrowed for a corporate purpose, and one for which the corporation might lawfully create a debt, binding its property and assets, and enforceable *520 in the ordinary course of judicial proceedings. The distinction made is between a debt created directly for a legitimate corporate purpose, as for the purchase of property, the building of a church, salary of minister, etc., and a loaning of money to be applied to the same purpose. We need not enter upon the inquiry so pressed upon our attention, or consider whether the range of incidental powers which appertain to ordinary corporations, giving them a choice of means among those usual and appropriate for carrying out the express powers granted, is so greatly restricted in case of religious corporations, as the argument made suggests. We think the case is with the defendant on a much plainer ground, and that is, that the plaintiff failed to establish or to give evidence which raised a presumption that the notes in question were the authorized obligations of the defendant.
The act of 1863, amendatory of the act of 1813, prescribes a different method for the organization of religious societies of the Roman Catholic church from that provided in the case of other religious societies. In the case of Roman Catholic churches the first section of the act of 1863 provides that the Roman Catholic bishop or archbishop, the vicar-general and the pastor of a church, together with two other persons to be selected by them, may make and file a certificate of incorporation and therein designate the title of the church; and declares that the persons signing the certificate, and their successors, shall be a body corporate by the name designated therein. The trustees are a self-perpetuating body, and the members of the church or congregation have no voice in their selection, differing in that respect from the general plan provided in the original act of 1813. It was decided in Robertson v. Bullions (
It is elementary that the powers vested in a corporation aggregate, having a board of trustees, reside, for all purposes of practical administration, in the board as the governing body. The corporation being a legal entity merely, can only act through instrumentalities and by delegation. The statute creating it may prescribe its mode of action, and when the methods and agencies by which it may act are designated, that designation operates as a limitation and excludes other modes of action. (Landers v.Methodist Church,
In an action against a corporation, where the act or contract, which is the foundation of the suit, is shown to be a corporate *523
act which the corporation had power to perform, but upon certain conditions, the doctrine of presumption is sometimes applied in favor of the plaintiff. This doctrine is stated by STORY, J., in his opinion in the case of Bank of the United States v.Dandridge (12 Wheat. 64, 70), in language which has been frequently quoted as follows: "Acts which presuppose the existence of other acts, to make them legally operative, are presumptive evidence of the latter." The same principle was asserted in Nelson v. Eaton (
In the cases referred to a corporate act was proved and a presumption was indulged in favor of its regularity. In the present case there is no proof of a corporate act, except by the declaration of the officers of the defendant on the face of the instruments, and there is no proof whatever that they were authorized either to make the notes or to make any representations binding upon the defendant. They assumed to act as agents, but the only proof of their agency to make the notes is their own declaration, and it is familiar doctrine that an agency can neither be created nor proved by the acts or declarations of the assumed agent alone. (Marvin v. Wilber,
For the reasons stated, we are of opinion that the order of the General Term should be affirmed.
All concur, except EARL, J., not voting, and GRAY, J., not sitting.
Order affirmed.