The weekly clarion. [volume] (Jackson, Miss.) 1863-1882, 1872-11-28
THURSDAY, NOVEMBER 90, Is72,al

that which the court seem to have reached
IN Duncan VS.. Mary land Saw. ms. and We
should feel bound to reject it upon principle
as Well AS upon authority. We feel fully
sustained in the conclusions we have
reached by the uniform course of decisions
IN our own Supreme Court 10 all questions
where the powers granted TO private corpo-
ratlons have been brought under review.
In the case of Mcintyre VS.. Ingraham. 80
Miss. So the g rand Gulf Z. r. and Banking
Company had assigned u note payable to il,
to certain private individuals and the ques-
ton was whether the bank had power under
its charter 10 make such assignment. The
provisions in the charter under which the
right was claimed was that the company
should have right .'to purchase and possess
personal estate Of any kind SrlsateUeT" aud to
'seii and dispose Of the same at pleasure"
The court, Handy. Judge. held that this
grant of power was not broad enough to
confer on the company the right TO assign
its negotiable paper.
In the case of the NJ. & o. r. r. VS.. Franks
the question was whether the company had
the right under its charter to make contracts
limiting its common law liability as a
common carrier.
The right was claimed under the 10th and
18th sections in which provided that the
company should have right 80 regulate the
time and manner" in which goods and pas
sengers should be transported, and TO f1, reg
uLGte and receive the toll to be charged there
for"
The Court, Harris, J. held that the COM
panV had no power under their charter to
limit the general liability imposed on them
by law as common carriers. In neither of
these cases was the power claimed express
~ granted. yet the court examined the
chapters, to see if the exercise of them was
necessary Co carry out any power expressly
granted
If this case is submitted to the same test,
iL will be found that all the powers express
ly granted to the ''Tishomingo Savings
Institution" can be fully exercised without
loaning money. One other point alone re-
mains to be examined.
It is contended by the plaintiffs that de-
PENDANTS having received the benefits of the
contract, cannot now repudiate the obliga-
ton it imposes on them on the ground that
plaintiff exceeded their corporate powers.
This is true only of thet class of cases
where the defence sets up an improper
exercise of some clearly granted power.
There is a wide difference between exercis-
ing powers wholly foreign and exercising
legitimate powers TO an improper extent
Abb. L. of Corp. SO, ;. 3. Thus in Conn
Blk. vs.. Nolan, III. sos. the bank had the
power to take interest, but had more than
allowed by law, and the contract was sus-
tanned so far as it was lawful. And in
Planters Blk. VS. Sharpe. ). & NJ, 70 the
bank had the power to discount notes. but
had discounted the note in question by a
less number of Directo than was author
lied by the charter. Here the defence was
not allowed and the same ruling appears in
Smith VS.. the State Blk, Is Ind, 327, and
Bradley We. same, 20 Do, 52S. Other illus
tratiOns of this principle may be found in
the following cases: Parish vs.. Wheeler,
y n. Y. 494; Bank of Middle berry vs.. Gil
lam, % Verm. 62l; Southern Bank vs.. Will
liams, % Ga, 534; Bond vs.. Bank of Geor-
gia, 2 Kelly. 90; Moreland vs.. State Bank,
Breese, 203; Bates VS.. State Bank, Ala,
451.
Upon the other hand where contracts
are made by or with corporations not
authorized by their charter such contracts
are cold. and confer no lights and impose
no obligations on any one. Thus in Beash
VS.. Fulton Bank Wend 573, certain notes
had been discounted by the Hudson Ins.
Co.. in the loan of money. The court say
''the Hudson ms. Co. have no power to loan
money and therefore the contract of loan is
void, as well as the security taken therefor.
If the compa-
ny have no capacity to make such contract
they have not the power to enforce it, p.
583. the same is held in Utica Ius. Co. VS..
Scott, 10 Johns. l.
In Life and Fire ms. CO.. Mechanics and
Fire Insurance Co., of n. V, Wend. 30
the Com pany had the power to loan money
on bond and mortgage, and had loaned
without taking such bond and mortgage
They cannot make valid contract of loan
in any other way, and therefore not only
the security which may be taken bnt the
contract itself is cold, and cannot be the
foundations" In Pearce VS.. Madison and
Indianapolis r. L. Co. 81 How. AL, notes
had been given for the purchase of a Steam
boat. The powers granted did not auth
oriZe the r. r. Company to purchase Steam
beats-and the notes was dec AIRED void, and
that no recovery could be had thereon.
In Mcintyre vs.. Ingraham, 80 Miss. %
notes had been assigned by the Grand Gulf
Bank, to Ingraham on Mcintyre and
Bridges. They were sued on these notes
and pleaded the want of power in the bank
to assign the notes. The plea was sustain
ed by the Court and the collection of the
notes defeated.
In Haynes VS.. COvington. IL 5. and NJ
40S while the contract in that case was
held valid, the Court, Smith, j., lay down
the rule, that if a corporation make a con-
tract foreign TO the purposes of its institu-
ton, it is void, see p. All. In Mobile q O.
r. R. VS.. Frank, Al Miss. 495; the Company
made a written contract, which was decid
ed to exceed its powers under its charter
and the Supreme Court refused to enforce
it, The following are also cases where the
courts have frefused to enforce the con-
tracts, on the ground that they were U0id
for want of power. although in each case
the defendant had received the full benefit
of the contract, viz: Broughten VS.. Water
Works, B and A. /; Starke VS.. Highat e
Ashnay Co., Taunt 1872; East Ang. r. r
Go. VS.. East. r. W. Co, Z, E. l.. 81 E. sos
Rock River Br. vs.. Sherwood, 10 Wise 230
Beach & Fulton Blk. Wend 573; Laniel
VS. Davidson & Ellis Wall Al: see also on
the general doctrine of UOid on account 81
ultra uires: Abb. L. of Corp. p. S69-sec. 81
| II 4. & 4. on Corp. sec 256.
o. DAVIS, Judge.
| CIRcTIT COURT,
Corinth. Oct. 16. 1872.