Chewacla Lime Works v. Dismukes

• Decision Date: 10 May 1889
• Citation: 6 So. 122,87 Ala. 344
• Parties: CHEWACLA LIME-WORKS v. DISMUKES ET AL.
• Court: Alabama Supreme Court

6 So. 122

87 Ala. 344

CHEWACLA LIME-WORKS v. DISMUKES ET AL.

Supreme Court of Alabama

May 10, 1889

Appeal from circuit court, Lee county, J. M. CARMICHAEL, Judge.

Assumpsit by Dismukes, Frierson & Co. against the Chewacla Lime-Works, for the price of goods sold and delivered. Verdict and judgment for plaintiffs, and defendant appeals.

A & R. B. Barnes and Harrison & Ligon, for appellant.

J M. Chilton, for appellees.

CLOPTON J.

By an act of the general assembly, amending the act "to incorporate the Chewacla Lime Company," the name of the corporation was changed to the "Chewacla Lime-Works." The fifth section of the amendatory act provides "that the said Chewacla Lime-Works shall succeed, and does hereby succeed, to all the rights privileges, immunities, and franchises and property that was of and belonging to the said Chewacla Lime Company, and shall be subject to all liabilities and charges legitimately due from the said Chewacla Lime Company." Acts 1882-83, p. 369. The action was commenced in the justice's court, and was brought by appellees to recover the price of goods, which the indorsement on the summons avers were sold to the Chewacla Lime-Works, by which name the corporation is sued, while the evidence shows that the goods were sold to the Chewacla Lime Company before the amendment of the charter. On appeals from judgments of justices of the peace, the cause "must be tried de novo, and according to equity and justice, without regard to any defect in the summons or other process, or proceedings before the justice." Code 1886, § 3405. The corporation, notwithstanding the change of name, is one and the same entity. The averments of the statement of the cause of action might have been more formal, but there is no substantial variance between them and the proof.

It clearly appears that, at the time of the sale and delivery of the goods, the corporation was engaged in carrying on a general mercantile business, for which purpose they were bought. The material ground on which the defendant resists a recovery is that the Chewacla Lime Company had no authority to engage in such business, and that the contract of purchase is ultra vires. The question raised involves the application of only a few principles of law, which may be regarded elementary. As corporations derive their existence and capacity from a special statute, or a general law empowering them to organize, they cannot exercise any power, or act in any capacity, not authorized by the act of incorporation or the general law. A corporation has no implied authority to engage in any business other than the particular enterprise for which it is chartered, or to do any act, or make any contract, not in pursuance of the purposes for which it was created. Authority to carry on a particular business includes...