The Yazoo City Whig and political register. (Yazoo City, Miss.) 1842-1844, 1843-07-14


not declare IL shall avoid the contracts il 10 |
not perceived how the defendant could avail
himself of this ground 70 defeat a recovery"
9Th Whe., 355. The demurrer in the
case Of Ovens was probably fled because Of
this decision in the case of Flckner--that
such a defence was not admissible under
the same charter, aud after the cause went
back, was again tried, and again came 70 the
Supreme Court, though az that time upon
replicahon-they say they deliberately adj
here to the decision in the case OF FlickRer.
In our view of the case, in Cd Peters, j.
does not sustain the position OF counsel, that
the contract in the case before ps is void; It
could only be authority fer thGt position in a
state Of case, in which the contract was left
unaffected by any statute such as ours
Every decision cited by The court occurred
between individuals, thus Showing that il
was not intended to draw any distinction as
10 the validity Of the contract between ma
tural and an artificial person. But it does
90 the length contended for, we do not be-
lieve that it is in accordance with either OF
the previous or subsequent decisions Of the
same august tribunal, and The convictions OF
our own judgment cannot be surrendered 10
It's reasoning or authority.
The case Of the Bank Of Chlicothe vs..
urged as an authority fer the Same position,
but does not sustain IT,.
On the contrary, the court reviews the
whole train Of previous decisions in that
State and in Pennsylvania, on the subject OF
usury, and in conclusion says, "uPon the
whole we entertain the opinion that the con-
tract is not void as being against the general
law Of the Stale upon the subject Of inter
est"
TIE judgment in that case was for the de-
PENDANTS upon another point TO be hereafter
considered more at large-and that point
cannot be more conCisely stated than in the
language Of the court itself "This contract
is void not because the rate Of interest is
greater than the rate allowed by the general
law Of the land, but because it is such con-
tract as the plaintiffs had no power or capa-
city 10 make"
The same question arose in the Philadel-
phia loan company VS. TOuner, IS Conn, 24O.
II was there held that the.bank was on the
same footing with individuals, as to usurous
contracts. Lyon vs. State Bahk'of Alabama,
1 Stewart 468, is an express authority, that
where a bank exceeds the rate Of interest
allowed by its charter, but does not trans
cend the general usury law, the contract is
not usurous, or otherwise void for illegality.
In this conclusion we concHr.
Il is insisted lastly, that il more interest
is received than is allowed BY the charter,
tho contract is void, because Of want of ca
pacity in the corporation 10 make il.
The rules fer the construction Of corporate
powers have been frequently laid down;
perhaps there is none more just, comprehsn-
sive and applicable than that to- be found
in Angel & Ames, 14O, adopted in Gill &
Johnston, $40. "In deciding whether a cor
Poration can mako a particular contract, we
are TO consider in the first place, whether its
charter, or some statute binding upon, for
bids or permits it Re make such contract; and
if the charter and valid statutory law are
silent upon the subject, in the second place,
whether a power 10 make such contract
may not be implied on the part of the cor
poraton, as directly or indirectly necessary
TO enable it to fulfil the purpose Of its sxis-
fence, or whether the contact is entirely
foreign TO that purpose"
The powers TO loan money, to issue bills
and notes-io accept securities and receive
payment, are necessary TO the existence Of
every banking institution. Without them
il Cocld not conduct its business, and their
enumeration is but an unfolding Of the idea.
Of what isyuplied by tho term bank. When
il does any o. these things, il is strictly
within the bounds of its powers, and the
act SO far from be;ng foreign TO the purpose
of its institution, is entirely subservient tc
il. Every one admits that bank may dis
count note, unless it be specially restrain
ed; but The argument here is, i.las IT has nc
power to discount note at grCatST rate
Of interest than its charter allows; il i Goes
the note is cold, because of the want o,
such power
There is this distinction between the con.
tracts Of an indigidual and Of a corporation
"Tbe former can do all acts and make all
contracts, which arc not in The eye of the
law, inconsistent with the general good Of
society, The latter can make only such, as
are connected with the purpose for which
il was created, and which arc necessary
either direcilVo or indirectly TO answer the
end and object for whichit was instituted.
(Angell g. Ames 1897 with This difference
the acts Of each should be viewed in the
same LIGHT. In other words, If a corporation
makes a contract in regard TO matter fairly
in tho scope Of its charter, the construction
should be the same as in the case Of an in
diVidual Upon another branch Of the case,
we have shown, that a bank, except so far
as exempted or restrained by the terms OF
its charter, is subject TO the general laws Of
Of the land, precisely as a natural person.
II remains 10 enquire what Is the conse-
quence, when a natural person exceed the
limits of particular authority entrusted 10
him. Take frsl tho case Of d partnership,
which more nearly resembles a corporation
than any other Each partner is the accred-
tied agent Of all, and as long as he acts in
matters within Che scope aud objects Of the
partnership, al are hound. But il one make
contract entirely foreign to the purpose
and object Of the partnership, the rest are
hll.--I L--l L..