Simmons v. Troy Iron Works

• Decision Date: 13 April 1891
• Citation: 92 Ala. 427,9 So. 160
• Parties: SIMMONS v. TROY IRON-WORKS.
• Court: Alabama Supreme Court

9 So. 160

92 Ala. 427

SIMMONS v. TROY IRON-WORKS.

Supreme Court of Alabama

April 13, 1891

Appeal from circuit court, Pike county; J. P. HUBBARD, Judge.

This action was brought by the appellant, Simmons, against the appellee, the Troy Iron-Works, and sought to recover damages for the breach of a contract made between complainant and the defendant corporation. This contract was made with the defendant to furnish the plaintiff with a certain quantity of ice for a year at a specified price. The defendant pleaded the general issue, and that the contract was ultra vires, and therefore void. There was testimony on the part of the plaintiff tending to show the fulfillment on his part of the contract, and the breach of the contract on the part of the defendant. The defendant introduced the declaration filed by the incorporators of the defendant corporation itself, and which showed the purposes and object of this execution. There were verdict and judgment for the defendant, from which plaintiff brings this appeal.

W L. Parks and S. H. Dent, Jr., for appellant.

CLOPTON J.

Appellee was incorporated under sections 1557 to 1564, inclusive, of the Code, providing the mode in which persons associating for the purpose of mining, quarrying, or manufacturing may form themselves into a corporation. The statute confers on such corporations power "to carry on the business or accomplish the purposes expressed in the declaration." The business to be carried, and the purposes to be accomplished, as expressed in the declaration, are "the manufacturing, repairing, buying, selling, and operating machinery of all kinds, and all such other business pertaining or belonging to machine-shops or foundries." The contract upon which appellant sues is for the sale and shipment of ice weekly, in certain quantity, at an agreed price, provided only one car-load should be ordered each week, and providential occurrences and breaks in the machinery excepted. Defendant has no authority to carry on any business or exercise any power not authorized by the law and not necessary to carry into effect the purposes of its organization. The business and purposes expressed in the declaration are in the nature of limitations upon the powers of the corporation. It is too plain for argument that no express authority to engage in the business of manufacturing or buying and selling ice is conferred by the law, and equally manifest that it is not...