27 Conn. 282 | Conn. | 1858
It appears that in March, 1852, the respondent, with twenty-five others, took measures to form a corporation in West Winsted, under the act of 1850 authorizing the establishment of Savings and Building Associations. The corporators <prepared and signed the articles of association, and caused a copy to be left with the clerk of the town, in all respects complete except that the names of the corporators were not appended. They commenced and ever since have continued’ to prosecute their business, (somewhat
We think the company are entitled to the relief they ask for, including in the debt the bonus of twenty-eight per cent.
It is objected to any decree in favor of the petitioners, that they are not a body corporate as they have alleged, and can not bring suit, in as much as the corporators did not comply with the fifth section of the act, which says a copy of the articles shall first be left with the town clerk.
On the one hand it is claimed that the statute requires that a copy shall be left and nothing more, and that the court has no power or right to superadd any other pre-requisite; on the other it is claimed that th&paper is nota copy without the names of the stockholders which are appended to the original. We have not thought it important to examine or decide this point, because we are ail satisfied for several reasons that no such objection ought to prevail in this case.
In the first place, an objection to the existence of a corporation plaintiff can not be raised upon the general issue. It
In the second place, the respondent is estopped by matter in pais. We have seldom met with a case to which this kind of equitable estoppel is more properly applicable than the present. In 1852, the respondent with others united and formed this association and proclaimed themselves a corporation under the act of 1850. They unitedly took what were supposed to be the necessary measures to perfect their organization according to law; and if it has not been exactly done, the omission was through their mutual mistake and misapprehension. They intended that it should be considered as done, and so we must now treat them, not only as possessing a corporate existence, but as having a corporate existence under the statute, and having, as to and among themselves certainly, the attributes of such a corporation. The respondent has influenced persons to become members of the company, some by subscribing and some by purchasing from those who had subscribed, and to deposit their moneys and form contracts with the company as duly incorporated and qualified to act as a corporation under the provisions of the statute. Besides, the company has, during all this time, with the concurrence and co-operation of the respondent, been carrying on business as a corporation, admitting new members, choosing officers and agents, borrowing and loaning money, receiving money on deposit and the like, until the rights and duties of the corporators and the corporation have become exceedingly multiplied and important; and, which ought to be conclusive upon the re
The doctrine of equitable estoppel is of so’ common application here and elsewhere at this day, and has been so often discussed, and shown to be founded in such obvious propriety and necessity, that we need not spend time in discussing it, and it will be sufficient if we merely state the general principles pertaining to it. At the common law éstoppels are founded on deeds and records of court, but estoppels in equity are estoppels in pais. The doctrine of this kind of estoppels was at first administered as a branch of equity jurisprudence, but is now incorporated into the law. The rule with regard to common law estoppels is a precise and technical one, though supposed to be founded in principles of truth and justice, such as the statement of material facts in specialties or as found by verdicts or judgments upon trials in courts of record. The common law rule is obviously too narrow, and inadequate for the attainment of equity in the multiplied transactions of modern times, and hence the equitable estoppel of the present day.
■ Estoppels in pais are founded in the obligation which every man is uhder to speak and act according to the truth of the case, and in the policy of the law to prevent the great mischiefs resulting from uncertainty, confusion and want of confidence in the intercourse of men, if they were permitted to deny .that which they have deliberately and solemnly asserted and received as true. But the mere acts, statements^
It has been claimed that the respondent is estopped under the common law rule, by the statement in his deed that there is such a corporation as the plaintiffs from whom he has borrowed the money and to whom he has executed his mortgage deed. But passing this, we decide that this fact with the others to which we have alluded are sufficient to constitute a good equitable estoppel, which is sufficient for the present case. It is stronger than the common case of landlord and tenant where rent has been paid, which is a good estoppel.
There is still another ground of objection to the claim of the respondents, to which allusion has previously been made, to wit, that this corporation, having enjoyed its franchises so long, can be called in question only by the government, and can be reached only by a quo warranto, if the government feel that here has been an unwarrantable exercise of corporate power. There is perhaps force in this objection, but it is not necessary for us to consider it.
Our conclusion is that the petitioners are entitled to a good and perfect deed from the respondent, and a decree for a foreclosure.for the whole note ; and this is our advice.
In this opinion the other judges concurred.
Decree advised for plaintiffs.