§ 394. A corporation is an artificial person, having a corporate name, and having, in general, the same powers to contract as a natural person, unless it be limited by the charter or act of incorporation, in which case it is bound to observe the exact limits prescribed;3 or, as sometimes expressed, corporations can make no contracts except such as are either expressly provided for in their charter, or such as are necessary to carry into effect their corporate powers.4 Its contracts are generally made through some agent, under the corporate name, who affixes thereto the corporate seal; and they must be made in the manner prescribed by the charter, if any is given, or they are null and void.5 By the old common law, a corporation could not act or contract by parol, v. Att'y-Gen. 7 Bro. P. C. 235; Att'y-Gen. v. Earl of Clarendon, 17 Ves. 491; 2 Fonbl. Eq. B. 2, pt. 2, ch. 1, § 1, note a; Green v. Rutherforth, 1 Ves. 462; Att'y-Gen. v. Utica Ins. Co., 2 Johns. Ch. 371.
1 1 Black. Comm. 475.
2 2 Kent, Comm. lect. 33, p. 277. See Whittenton Mills v. Upton, 10 Gray, 584.
3 Dartmouth College v. Woodward, 4 Wheat. 518; Allen v. McKeen, 1 Sumner, 299; 2 Kent, Comm. lect. 33, p. 289; Fleckner v. U. S. Bank, 8 Wheat. 338; Bank of Columbia v. Patterson's Administrator, 7 Cranch, 299.
4 Bank of Augusta v. Earle, 13 Peters, 519; Bank of Chillicothe v. Swayne, 8 Ohio, 257; Andrews v. Union Mut. Fire Ins. Co., 37 Me. 256;. Bank of U. S. v. Owens, 2 Peters, 527; Riley v. Rochester, 5 Seld. 64.
5 Head v. Providence Ins. Co., 2 Cranch, 127.
1 East London Water Works Co. v. Bailey, 4 Bing. 287; Church v. Imperial G. L. Co., 6 Ad. & El. 846; Randle v. Deane, 2 Lut. 1497; Mayor of Stafford v. Till, 4 Bing. 75; Slark v. Highgate Archway Co., 5 Taunt. 792; Broughton v. Manchester Water Works, 3 B. & Al. 12; Smith v. Birmingham & S. Gas Light Co., 3 Nev. & Man. 771. The rule seems, however, to have been somewhat relaxed in Beverley v. Lincoln Gas Light Co., 6 A. & El. 829; and in Mayor of Ludlow v. Charlton, 6 M. & W. 820; Williams v. Chester and Holyhead Ry., 15 Jur. 828; 5 Eng. Law & Eq. 497; Diggle v. London and Blackwall Ry., 5 Exch. 442; Clarke v. Cuckfield Union, B. C. C. 81; 11 Eng. Law & Eq. 442; Denton v. East Anglian Ry. Co., 3 Car. & Kir. 17; 2 Kent, Comm. p. 291, note; Australian Royal, etc, Co. v. Marzetti, 11 Exch. 228; Henderson v. Australian Royal, etc., Co., 5 El. & B. 409; 32 Eng. Law & Eq. 167; Copper Miners1 Co. v. Fox, 3 ib. 420; 16 Q. B. 229; Reuter v. Electric Tel. Co., 6 El. & B. 346; Nicholson v. Bradfield Union, Law R. 1 Q. B. 620 (1866). See Mayor of Kidderminster v. Hardwick, L. R. 9 Ex. 13 (1873), where a seal was held necessary.
2 See London Dock Co. v. Sinnott, 8 El. & B. 347 (1857), in which a seal was held necessary as to executory contracts.
3 The officers of a municipality are its proper agents for executing contracts; the vote of the inhabitants alone cannot constitute a contract. Union Pacific R. Co. v. Davis County, 6 Kans. 256 (1870).
4 A corporation may contract in writing, under seal, although the usual respect to the appointment of an agent, or to his acts and contracts, it stands upon the same footing as a natural person.1 It is not, therefore, necessary that there should be a vote or a deed or any writing in order to render a corporation liable on a contract on which a private person would be liable.2 Nor is it necessary that the whole board of directors of a bank, for instance, should be consulted, or a vote taken upon every trifling detail of the business.8 It is, however, a general rule, that all contracts made in behalf of a corporation should be made in their corporate name, and if an agent undertake to contract without using the corporate name, he renders himself liable to the same extent as if he represented an individual.4 But a mere misnomer will not invalidate a grant to or a contract by a corporation, if it can be clearly shown that the instrument was made by or to the corporation.5 A corporation or company may do business under any name; and a note signed "Zelotes Terry, Trustee," may bind a community of Shakers of which he is trustee.6
§ 395. Yet the non-user of the corporate name by an agent corporate seal be not used, but only such a seal as is generally used by a private individual. Eureka Co. v. Bailey Co., 11 Wall. 488 (1870).
1 Bank of Columbia v. Patterson's Administrator, 7 Cranch, 299; United States Bank v. Dandridge, 12 Wheat. 69, 70; Fleckner v. The U. S. Bank, 8 Wheat. 338; Story on Agency, § 53; Kelley v. Mayor of Brooklyn, 4 Hill, 263; 2 Kent. Comm. lect. 33, p. 291, and cases cited; Bank of the Metropolis v Guttschlick, 14 Peters, 19; Hayden v. Middlesex Turnpike Co., 10 Mass. 397; The Canal Bridge v. Gordon, 1 Pick. 297; Dunn v. Rector of St. Andrew's Church, 14 Johns. 118; Essex Turnpike Co. v. Collins, 8 Mass. 299; Conant v. Bellows Falls Canal Co., 29 Vt. 263 (1857); Angell & Ames on Corporations, ch. 9.
2 Ibid. See also Mill Dam Foundery v. Hovey, 21 Pick. 417.
3 Bradstreet v. Bank of Royalton, 42 Vt. 128 (1869). See Waite v. Windham Mining Co., 37 Vt. 608 (1865); Foot v. Rutland & W. R. R. Co., 32 Vt. 633 (1860); Bank of Middlebury v. Rutland & W. R. R. Co., 30 Vt. 159 (1858).
4 Ibid. See also Mill Dam Foundery v. Hovey, 21 Pick. 417; Brinley v. Mann, 2 Cush. 337.
6 2 Kent, Comm. lect. 33, p. 292; Anon., 1 Leon. 163; 1 Kyd on Corp. 234, 236, 252; Case of the Chancellor of Oxford, 10 Co. 57 b; Hager's Town Turnpike Road Co. v. Creeger, 5 Harr. & Johns. 122; N. Y. African Soc. v. Varick, 13 Johns. 38; First Parish in Sutton v. Cole, 3 Pick. 232.
6 Pease v. Pease, 35 Conn. 131 (1868), containing a review of the cases.
1 In Melledge v. Boston Iron Co., 5 Cush. 173, Mr. Chief Justice Shaw said, "The second prayer for instructions was: That the defendants' corporate name not appearing on the notes, and the notes on their face not disclosing any agency, Horace Gray & Co., and not the corporation, are bound by these notes. This instruction was given, as the defendants insist, with such qualifications and restrictions as take away the whole legal effect and operation of it. This is true, and it leads to the other principal question in the present case. It is undoubtedly true that the notes were not signed in the defendants' regular corporate name, by which they were incorporated; that the notes on the face of them did not disclose any agency; and that they were signed by Horace Gray & Co., who have a separate firm and house of trade of that name. If it were an absolute and unqualified rule of law, that upon these facts Horace Gray & Co., and not the corporation, were bound, and the judge was bound so to instruct, of course that would put an end to the question whether these notes could be the notes of the defendants. The court did give the instructions prayed for, but with this qualification, that this ruling was not to be understood as preventing the plaintiff from maintaining his action, if the-jury were satisfied, - 1st, that these notes were in fact the notes of the Boston Iron Company, executed under a name adopted and sanctioned by them as indicative of their contracts; or, 2d, that the plaintiff received these notes upon a legal demand against the defendants, under misapprehension of the facts, as to the matter that Horace Gray & Co. and the Boston Iron Company were not the same, the plaintiff acting under the belief that they were, and such belief being induced by the acts of the defendants or their legal agents. The effect of the instruction thus given, we think, was, that the facts mentioned in the prayer for instructions, namely, the corporate name not appearing on the notes, and the notes not disclosing any agency, but signed Horace Gray & Co., constituted primd facie evidence, that those were the notes of Horace Gray & Co. and not of the Boston Iron Company, and standing alone would warrant and require the direction that Gray & Co. and not the Boston Iron Company were bound by them; but that this evidence might be rebutted, and controlled by proof aliunde that they were in fact the notes of the Boston Iron Company, because executed under a name adopted and sanctioned by them as indicative of their contracts, and it may be added, given in satisfaction of their debt. The court are of opinion that this direction was correct. If by any possible proof the presumption arising from the face of the note, from the form of the execution, from the corporate name of the company not being used, and the use of the name of a mercantile firm, could be rebutted, then the evidence was prima facie, and not conclusive. It seems to be now well settled, in this Commonwealth, since Atlantic Silk Co., and Westcott v. Same, 3 Met. 282. In these cases the defendants had refused, on notice, to produce their records. But so far as third persons are concerned, the production of books which contain no entry on the subject, is the same as if they had refused, on notice, to produce their books. Corporations, like natural persons, may be bound by such acts, as proving either a previous authority or subsequent ratification. When a corporation consists of a small number of persons, like a partnership, it may transact all its business by conversation, without formal votes, and it would be a violation of the plainest principles of justice to hold those who deal with them to prove all their acts by written votes, which they do not keep or do not produce. And inasmuch as the powers of agents may be proved by extraneous evidence, the extent and limitation of their powers may be proved in the same manner. And when general and very large powers are exercised by an agent or firm apparently intrusted with the entire business of the corporation, and no vote appears on the production of their records, prescribing or limiting their powers, the corporation are as well bound by their declarations and statements, upon the subject of the dealings of the company and whilst acting therein, as by their acts and contracts. Such declarations and statements of agents, made in connection with their dealings, are res gestce. The next objection is to the qualification annexed by the judge to the sixth instruction prayed for and given. The objection is that it assumed a hypothetical case, of which there was no evidence. Whether there was any evidence we cannot judge, -but if there was none, it was a mere illustration and explanation of the rule of law, which could not mislead the jury. Dole v. Thurlow, 12 Met. 157. The next question turns upon the eighth request for instructions. The prayer is as follows: The judge is requested to instruct the jury, 'that the acts of Horace Gray & Co., and the knowledge of Horace Gray & Co., are not the acts and knowledge of the defendants, except in those matters which were within the scope of their authority as agents; and that if they, without authority from the defendants, held out to the public that the names of Horace Gray & Co. would bind the defendants, the defendants were not bound by the knowledge of Horace Gray & Co. that they had so held themselves out, and it was necessary to bring home knowledge to the defendants in some other way than by showing knowledge by Horace Gray & Co.' This instruction was given, and the position then taken and the principles of law therein stated declared to be correct, but accompanied with the further instruction, that if Horace Gray and Horace Gray & Co. were the general and only agents of the defendants, vested with full powers to act in their behalf, in all matters of purchase and sale, and in giving notes, and in all the business of the deon the case for neglect and breaches of duty, - and to actions of trespass and trover for damages occasioned by the trespasses and torts committed by their agents, under their authority.1