54 Mich. 571 | Mich. | 1884
This is an action of assumpsit brought to-recover moneys alleged to belong to the plaintiff in its corporate capacity, and received by the defendant of an insurance company for the plaintiff as its treasurer.
The declaration is on the common counts, and describes the-plaintiff as The Trustees of the First Congregational Society of
Testimony was taken upon the issue thus presented, from which it appears, without contradiction, that on the 29th of May, 1868, the members of the Congregational church of the .then village of Ionia met for the purpose of organizing and forming a religious society under the statute of 1855 (Sess. L. 1855, p. 313), and appointed a committee to draught .articles of association, in pursuance of the requirements of the statute; that on the 6th of Jone following the meeting again met and adopted certain articles of organization reported by the committee; that on the 22d of June they again met and elected a full board of trustees, under and in pursuance ■of the articles adopted; that the certificate of the inspector of election was made, acknowledged and attached to the articles •of association, and recorded by the county clerk, but the copy of the articles recorded was not signed by the persons adopting them ; that after recording the certificate and articles of association the members of the society, supposing themselves -to be organized, proceeded to exercise the functions of a regularly incorporated religions society, and continued to do .so up to the time of the commencement of this suit in 1883; that the society held its annual and other meetings thereafter, .and elected its trustees, who held their meetings; that the proceedings of both were properly recorded in the records of [the church in every year except 1873 and 1876, from the ¡time of its efforts to organize under the statute, in 1868;
The foregoing facts being clearly shown by the evidence, and not disputed on the trial of the issue raised under the-plea in abatement, the circuit judge directed the jury to find against the plea, which they accordingly did. The plea being-overruled, the court, in its discretion, then permitted the-defendant to plead the general issue; and after the evidence-was in (the amount claimed by plaintiff not being contested)' the court again directed a verdict for the plaintiff for the-sum of $1600 and interest from the date of demand made. The jury, having found the interest, rendered their verdict-according to the direction of the court.
The first important question raised upon the record is, was-the plaintiff, at the time this suit was brought, a legal corporation having the right to bring the same % I think it must be conceded that by the action taken in 1868, as evidenced by the records of plaintiff’s transactions, it was not legally organized. The articles of association were not signed, and this was essential to the plaintiff’s legal existence under the act of the Legislature. See Sess. L. 1855 Act 145, sec. 2. The-record, however, shows an honest effort on the part of plaint
Evidently in contemplation of such a state of things as .exists in this case, the Legislature, in 1869, passed an act reading as follows: “ That whenever any religious society or corporation shall have exercised the franchises and privileges of a corporation for the term of ten successive years, the same ■shall be presumed to have been legally organized in pursuance of the laws of this State.” How. Stat. § 4649. This ■statute relieves the case of all embarrassment. We think ¡there is no doubt of ‘its application to the facts appearing upon this record.
Of course, very many of the objections taken to the testimony offered would have to prevail but for this statute. ¡Under the theory of counsel for the defendant the testimony ■would be inadmissible. The organization having a legal ■ existence at the time the right of action accrued, removes the objection made to the plaintiff’s demand, and renders the •consideration of the question of estoppel, raised by plaintiff’s .counsel, unnecessary.
We think the undisputed facts in the case fully warranted ' .the rulings and directions of the circuit judge, and
The judgment must be affirmed with costs.