10 Wend. 341 | N.Y. Sup. Ct. | 1833
The provisions of the charter incorporating the Harlsem Canal Company clearly contemplate the existence of debts due to and from the company in the course of the execution of the purposes for which it was erant- . ° ed, and unless there is some express restriction, either in the charter or some other act of the legislature, as to the nature of the evidence of the debts due to or from them, or securities to be taken or given by them, they have in this respect the same powers that belong to individuals. Corporations, while acting within the. scope of their authority under the act creating them, that is in the execution of the powers granted to or duties imposed upon them by the charter, are to this extent and end like natural persons ; and this view may frequently determine the lawfulness or unlawfulness of their acts, and the remedies which exist for and against them. Indeed, the whole effect of a charter oftentimes is only to invest the individuals composing the corporation in the aggregate with powers in reference to a specified object, which each member in his natural capacity already possesses ; the charter in question is an instance of the kind. There are many others where privileges are granted not belonging to individuals. The tendency of modern decisions has been to assimilate the actions of corporate bodies, within their sphere, to those of natural persons, and to determine their rights and their liabilities, and apply remedies for and against them, upon principles applicable to the latter.
It is true that the eighth section of the act incorporating this company expressly prohibits the company from issuing “ any bond, note, bill oj credit or other obligation,” but this exclusion is qualified so as not to extend to “ any contract necessary for the purpose of constructing, repairing and conducting any of the works by this act contemplated.” When acting within the limits of the statute and in furtherance of its purposes, no such inhibition exists. By the 13th section, they are not to exercise powers not expressly granted,ornot indispensably necessaiy to effect the object of the incorporation; but they are authorized to sell or lease their property, and they therefore may take a note or any other security; they must construct their canal and purchase land, and may purchase, build or hire houses, factories, ware
If the company are authorized to take or give notes generally in the execution of their powers under the act, though they may not have been authorized to take the note in question, yet, as the plaintiff received it before due and for a good consideration, without notice of the nature of the consideration for which it was originally given, and which it is contended vitiates it, he would be entitled to recover. Conceding it to be taken without authority, it is valid in the hands of a dona fide holder. 6 Wendell, 615. Bul I am of opinion the note would be valid, even in the hands of the company.
It is said the act to prevent fraudulent bankruptcies by incorporated companies avoids the note. That section, among other things, forbids the directors receiving “ any note or other evidence of debt in payment of any installment actually called in and required to be paid, or any part thereof, due or to become due on any stock in said company.” The case shews that the note in question was taken for stock of the company, but whether for stock called in and required to be paid, no where appears. The 5lh section of the charter authorized the directors to call in from the stockholders the monies subscribed from time to time, and in such proportions as they should see fit. For any thing appearing to the contrary in the case, this note may have been given for stock not called in or required to be paid, and then it is unexceptionable. We will not presume an unlawful act on the part of the directors, but the contrary, if their act may be consistent with their duty.
The next question is whether debt will lie by the endorsee against the maker of a promissory note. The case of Pierce v. Crafts, 12 Johns. R. 90, decides that indebitatus assumpsit would lie in this case, and it is a well settled maxim that where this action lies, debt may be brought. 1 Salk. 23. Doug. 1. 1 Ld. Raym. 69. The case of Pierce v. Crafts, no doubt, virtually settles the question raised here. The argu
The theory in relation to a promissory note is, that the drawer has received a sum of money from the payee and promises in consideration therefor, to repay it to him or to a person whom he may designate at a future day. The endorsement by the payee assigns the money or debt to the endorsee, and he may recover it in his own name. It has been decided that where money is delivered to one to pay to a third person, the latter may sustain an action of debt to recover it. Cro. Jac. 687. Yelv. 23. See also 1 Bos. & Pul 296; 1 Johns. Cas. 205; 12 Johns. R. 276. The receipt of the money is a sufficient consideration to raise an implied promise, or
Judgment affirmed, with single costs.