Grant v. Henry Clay Coal Co.
| Decision Date | 08 February 1875 |
| Citation | 80 Pa. 208 |
| Parties | Grant <I>versus</I> Henry Clay Coal Company. |
| Court | Pennsylvania Supreme Court |
Before AGNEW, C. J., SHARSWOOD, WILLIAMS, GORDON, PAXSON and WOODWARD, JJ.
Error to the Court of Common Pleas, of Northumberland county: Of September Term 1873.
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L. H. Kase, W. I. Greenough and J. B. Packer, for plaintiffs in error.—Referring in one statute to another makes the latter part of the former, and therefore the exemplification should be of both statutes: 1 Greenl. Evid., sect. 506; Susquehanna & W. Railroad Co. v. Quick, 18 P. F. Smith 189. The minute-book, although evidence between themselves, was not evidence against strangers: Commonwealth v. Woelper, 2 S. & R. 29; 1 Greenl. Evid., sect. 493; Phillips on Evid. 319. A certificate of matters of record by the secretary of another state under the seal of state is evidence of such record, and is to be admitted for what it is worth, to prove what the paper itself would prove, but the officer giving the certificate cannot extend its effect to other matters: 1 Greenl. Evid., sect. 498. Alterations in public documents are governed by the same rules as alterations in deeds: 1 Greenl. Evid., sect. 565. No foreign corporation shall hold real estate in this Commonwealth unless specially authorized by law: Act of April 26th 1855, sect. 5, Pamph. L. 329, 1 Br. Purd. 291, pl. 56; Bank of Kentucky v. Schuylkill Bank, 1 Parsons 233; Manufacturers' & M. S. & Loan Co. v. Conner, 5 Phila. R. 18. The contract being made with this foreign corporation which was illegally holding lands, it was itself illegal and could not be enforced: Swan v. Scott, 11 S. & R. 164; Reading Ind. Manuf'g Co. v. Graeff, 14 P. F. Smith 402; Maybin v. Coulon, 4 Dall. 298; Seidenbender v. Charles, 4 S. & R. 159; Columbia Bank & Bridge Co. v. Haldeman, 7 W. & S. 233; Holt v. Green, 23 P. F. Smith 198; Coppell v. Hall, 7 Wall. 558; Bank of Virginia v. Adams, 1 Parsons 534; Morris v. Stevens, 6 Phila. R. 488; Allegheny Co. v. Cleveland & Pittsburg Railroad Co., 1 P. F. Smith 228.
G. W. Zeigler, S. P. Wolverton and J. W. Comly, for defendants in error.—An exemplification of the part of an Act of Assembly bearing upon the issue trying is all that it is necessary to give in evidence: Adle v. Sherwood, 3 Whart. 481. The record of the plaintiffs' organization was sufficiently proved, having been produced by the proper custodian and proved by one knowing the fact that it was such record: Devling v. Williamson, 9 Watts 311; Dennison v. Otis, 2 Rawle 9. By the laws of Massachusetts a corporation exists under chapter 61 so as to contract, &c., as soon as its first meeting has been held and its officers chosen: Hawes v. Anglo-Saxon Pet. Co., 101 Mass. R. 385; Merrick v. Reynolds E. & G. Co., Id. 381. The filing of the certificate with the mayor of Boston was unnecessary, and the copy, if irrelevant, was harmless; its admission was therefore no ground for reversal: Girard F. & Ins. Co. v. Marr, 10 Wright 504; Eckert v. Cameron, 7 Id 120. The defendants cannot in a collateral proceeding question the right of the plaintiffs to exercise privileges in Pennsylvania; none but the Commonwealth can question it: Coil v. Pittsburg F. Coll., 4 Wright 439; Cochran v. Arnold, 8 P. F. Smith 399; Farnham v. Del. & Hud. Canal Co., 11 Id. 265; Pittsburg & Conn. Railroad Co. v. Allegheny, 13 Id. 127.
We have no difficulty in deciding that the certified copy of chapter 61 of the General Statutes of the Commonwealth of Massachusetts, enacted by the legislature, and approved by the governor thereof, on the 28th day of December 1859, was properly received in evidence. The said act was certified by the secretary of state, under the seal of the Commonwealth. This is in strict compliance with the Act of Congress of the 26th of May 1790, sec. 1, Brightly's Digest 265, pl. 9, which provides that "the acts of the legislatures of the several states shall be authenticated, by having the seal of their respective states affixed thereto." The objection was made to the admission of this copy, that it is only a chapter or part of a statute and that as the whole was not certified, the portion offered was not evidence. We do not regard the objection as well taken. There is no evidence that the matter certified is only a portion of an act, except what may be drawn inferentially from a reference in the fifth section to another distinct act, as chapter sixty. The fact that one Act of Assembly refers to another act, does not render the former act incomplete in itself, nor make it necessary to certify the act to which such reference is made. The act in question provides for the organization of corporations in Massachusetts, and the reference in sect. 5th to chapter 60, shows it to have no connection with the organization of corporations, but to relate to matters subsequent thereto. It was held in Adle v. Sherwood, 3 Whart. 481, that if an Act of Assembly contains different subjects, it is not necessary that the whole act should be certified in order to make it admissible in evidence. It is sufficient to produce those sections which relate to the matter in question. The admission of the Massachusetts statute referred to in evidence, was followed by proof of the organization of the plaintiffs below, thereunder. The articles of association, with the signatures of the corporators thereto, and the notice of the time and place of their first meeting, were duly proved. The minute book of the company was properly received for the purpose of showing its organization. It is said in Angell & Ames on Corporations 573, that "to prove the acts of a corporation necessary to be done in order to their corporate existence, the books of the corporation proven by the clerk or secretary, are competent evidence."
Up to this point there seems no difficulty. Then comes a certificate of the president, treasurer, and a majority of the directors, certifying to the name of the company, its objects, its organization under the laws of Massachusetts, the amount of capital stock and par value of its shares, the amount of capital actually paid in, and the location of its place of business. This...
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