160 U.S. 514 (1896), 80, Jackson, Mayport, Pablo Railway and Navigation Company v. Hooper

Docket Nº:No. 80
Citation:160 U.S. 514, 16 S.Ct. 379, 40 L.Ed. 515
Party Name:Jackson, Mayport, Pablo Railway and Navigation Company v. Hooper
Case Date:January 13, 1896
Court:United States Supreme Court

Page 514

160 U.S. 514 (1896)

16 S.Ct. 379, 40 L.Ed. 515

Jackson, Mayport, Pablo Railway and Navigation Company



No. 80

United States Supreme Court

January 13, 1896

Submitted November 21, 1895




Whether an instrument is under seal or not is a question for the court upon inspection, but whether a mark or character shall be held to be a seal depends upon the intention of the executant, as shown by the paper.

When no legislative prohibition is shown, it is within the chartered powers

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of a railroad company to lease and maintain a summer hotel at its seaside terminus, and such power is conferred on railroads in Florida.

The authority of the President of such company to execute in the name of the company a lease to acquire such hotel may be inferred from the facts of his signing, sealing, and delivering the instrument, and of the company's entering into possession under the lease and exercising acts of ownership and control over the demised premises, even if the minutes of the company fail to disclose such authority expressly given.

The court adheres to the rule laid down in Central Transportation Co. v. Pullman's Car Co., 139 U.S. 24, that a contract of a corporation which is ultra vires in the proper sense is not voidable only, but wholly void and of no legal effect; but it further holds that a corporation may also enter into and engage in transactions which are incidental or auxiliary to its main business, which may become necessary, expedient, or profitable in the care and management of the property which it is authorized to hold under the act by which it is created.

Impossibility of performing a contract, arising after the making of it, although without any fault on the part of the covenantor, does not discharge him from his liability under it.

A lessee of a building who contracts in his lease to keep the leased building insured for the benefit of the lessor during the term at an agreed sum, and fails to do so, is liable to the lessor for that amount, if the building is destroyed by fire during the term.

There is no error in an instruction to the jury, where the evidence is conflicting, that in coming to a conclusion they should consider the testimony in the light of their own experience and knowledge.

[16 S.Ct. 380] In the Circuit Court of the United States for the Northern District of Florida, on the 4th day of December, 1889, Mary J. Hooper, Henry H. Hooper, her husband, and William F. Porter, for the use of said Mary J. Hooper, citizens of the State of Ohio, brought an action against the Jacksonville, Mayport, Pablo Railway & Navigation Company, a corporation of the State of Florida. The plaintiffs' amended declaration set up causes of action arising out of the covenants contained in a certain indenture of lease between the parties. This lease, dated July 10, 1888, purported to grant, for a term of two years, certain lots of land situated at a place called "Burnside," in Duval County, Florida, whereon was erected an hotel known as the "San Diego Hotel." In consideration of this grant, the railroad company agreed to pay, in monthly installments, a yearly rent of $800, and to keep the premises insured in the sum of $6,000.

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It was alleged that on November 28, 1889, during said term, and while the railway company was in possession, the hotel and other buildings were wholly destroyed by fire; that the defendant had failed and neglected to have the same insured, and that there was an arrearage of rent due amounting to the sum of $106.67. For the amount of the loss occasioned by the absence of insurance, and for the back rent, the action was brought.

The defendant denied that the railway company had duly executed the instrument sued on; denied that Alexander Wallace, the president of the company, and who had executed the lease as such President, had any authority from the company so to do. The defendant also alleged that such a lease, even if formally executed, was ultra vires; also, that the covenant to insure was an impossible covenant, as shown by ineffectual efforts to secure such insurance.

The case was tried in April, 1891, and resulted in a verdict and judgment against the defendant in the sum of $6,798.70. On errors assigned to certain rulings of the court and in the charge to the jury, the case was brought to this Court.

SHIRAS, J., lead opinion

MR. JUSTICE SHIRAS, after stating the facts in the foregoing language, delivered the opinion of the Court.

The nineteen assignments of error may be classified as follows: those which raise questions as to the sufficiency of the proof of the due execution by the defendant of the contract sued on; those which deny the competency of the railroad company to enter into such a contract; those which deal with the question whether the defendant was relieved from liability on its covenant to insure by reason of alleged impossibility to comply therewith; finally, those alleging error in the admission of evidence, and in certain portions of the charge -- particularly in respect to the measure of damages.

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We shall discuss these alleged errors in the order thus mentioned.

The declaration was in covenant, and contained, as an attached exhibit, what was alleged to be a certified copy of the contract sued on, the final clause whereof was as follows:

In witness whereof, the parties hereto have hereunto set their hands and seals, this the day and year above written.

Jacksonville, Mayport, Pablo Railway

and Navigation Company [Seal]

By Alex. Wallace, President

Wm. F. Porter [Seal]

By H. H. Hooper, Jr., Att'y in Fact

H. H. Hooper [Seal]

Mary J. Hooper [Seal]

The attesting clause was as follows:

Signed, sealed, and delivered in the presence of us.

H. H. Burkman

H. H. Bowne

As to R. Co., H. H. Hooper

and W. F. Porter

John Mulholland

Sam'l E. Duffy

As to Mary J. Hooper

The defendant demurred on several grounds, one of which was as follows:

That attached to the said declaration is a paper purporting to be the contract which is the basis of this suit, which paper is alleged to be a lease between the defendant [16 S.Ct. 381] company and the plaintiffs, and which paper is referred to in each and every count of said declaration, and asked and prayed and made a part of said declaration, and each and every count of said declares in covenant, and yet the same contains on the face thereof, and the face of the paper made part thereof, that the said cause of action will not lie because the said paper is

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not under seal; that there is no seal of the defendant company to said paper.

The theory of this demurrer appears to be that there should have been an averment on the face of the instrument that the seal attached, on behalf of the company, was its common or corporate seal. However, there was an averment that the parties had set their hands and seals to the paper, and the attesting clause alleged that the railroad company had signed, sealed, and delivered in the presence of two witnesses, who signed their names thereto. On demurrer, this was plainly sufficient.

But it is urged in the third and fourth assignments that it was error to permit to be put in evidence the certified copy of the lease, as likewise the duplicate lease, because they were not shown to be under the seal of the company, but appeared to be under the private seal of Alexander Wallace, the president of the company. But in the absence of evidence to the contrary, the scroll or rectangle containing the word "Seal" will be deemed to be the proper and common seal of the company. A seal is not necessarily of any particular form or figure.

In Pillow v. Roberts, 13 How. 472, this Court said, through Mr. Justice Grier, when discussing an objection that an instrument read was improperly admitted in evidence because the seal of the circuit court authenticating the acknowledgment was an impression stamped on paper, and not "on wax, wafer, or any other adhesive or tenacious substance," said:

It is the seal which authenticates, and not the substance on which it is impressed, and where the court can recognize its identity, they should not be called upon to analyze the material which exhibits it. In Arkansas, the presence of wax is not necessary to give validity to a seal, and the fact that the public officer in Wisconsin had not thought proper to use it was sufficient to raise to presumption that such was the law or custom in Wisconsin till the contrary was proved. It is time that such objections to the validity of seals should cease. The court did not err in overruling the objections to the deed offered by the plaintiff.

Price v. Indseth, 106 U.S. 546, is to the same effect.

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Whether an instrument is under seal or not is a question for the court upon inspection. Whether a mark or character shall be held to be a seal depends upon the intention of the executant, as shown by the paper. Hacker's Appeal, 121 Penn.St.192; Pillow v. Roberts, ub. supra.

The defendant did not produce the original in order that it might be compared in the particular objected to with the copy and duplicate offered. The defendant's attorney, Mr. Buckman, was called, and testified that he was one of the attesting witnesses to the instrument offered, and that he, as a notary public, took the acknowledgement thereto of Alexander Wallace; that he executed the same for and in behalf of the company, and that the said lease was the act and deed of the defendant company for the uses and purposes therein expressed.

Whether, therefore, the instrument put in evidence was merely a copy, in which event it would not be expected that a wax or stamped seal of the company would appear upon it, but merely a scroll, representing the original seal, or whether the so-called "copy" was really the original paper,...

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