Slater Woolen Co. v. Lamb

• Citation: 143 Mass. 420,9 N.E. 823
• Parties: SLATER WOOLEN CO. v. LAMB.
• Decision Date: 10 January 1887
• Court: United States State Supreme Judicial Court of Massachusetts

143 Mass. 420

9 N.E. 823

SLATER WOOLEN CO. v. LAMB.

Supreme Judicial Court of Massachusetts, Worcester.

January 10, 1887

COUNSEL

W.A. Gile, for defendant.

The main point of contention was as to the right of the corporation, under its charter, to do grocery business, when it was organized and empowered to do business, under the name of the "Slater Woolen Company," for the purpose of manufacturing woolen fabrics. The ruling of the court did not cover the contention of the defendant. The court did not even contemplate the possibility of any limitation to the power of the corporation to carry on its business. The court assumed that either the jury knew the law on this subject, or that it was so elementary that they should have known it.

The question decided in Butchers', etc., Bank v McDonald, 130 Mass. 264, is not the question here. See Lyndeborough Glass Co. v. Massachusetts Glass Co., 111 Mass. 315. The burden is upon the plaintiff corporation to prove that it was empowered to make the contract, and is not upon the defendant to show that the corporation is not so empowered. See Davis v. Old Colony R. Co., 131 Mass 258; Attorney General v. Jamaica Pond Aqueduct Corp., 133 Mass. 361; Attorney General v. Tudor Ice Co., 104 Mass. 239; Whittenton Mills v. Upton, 10 Gray, 582; Chester Glass Co. v. Dewey, 16 Mass 94; National Pemberton Bank v. Porter, 125 Mass. 333, 336; Attleborough Nat. Bank v. Rogers, Id. 339. Therefore it is not open to a third party, not knowing or intending to deal with the corporation, to object that the corporation did not make the contract because it could not make it.

Could this corporation delegate to another what it could not do itself? We submit that the instruction given, taken in connection with what follows, cannot properly be made the basis of a judicial determination in this or any cause.

H.J. Clarke and Bacon, Hopkins & Bacon, for plaintiff.

OPINION

FIELD J.

If we assume that the truth of the exceptions has been established we think that they must be overruled. The substance of the defendant's contention is that the Slater Woolen Company, having been incorporated "for the purpose of manufacturing fabrics of wool and worsted, or of a mixture thereof, with other textile materials," could not, by and in the name of persons who were in fact keeping a store as its agents, but whose agency was undisclosed, sell groceries, dry goods, and other similar articles to the defendant, who was not employed by the company, and then maintain an action against him to recover either the price or the value of the goods sold. If the goods were the property of the plaintiff, and were sold by its agents, the plaintiff can sue as an undisclosed principal. Chester Glass Co. v. Dewey, 16 Mass. 94. It was said of this case, in Davis v. Old Colony R. Co., 131 Mass. 258, 273, that "the leading reason assigned was: 'The legislature did not intend to prohibit the supply of goods to those employed in the manufactory;' in other words, the contract sued on was not ultra vires. That reason being decisive of the case, the further suggestion in the opinion, 'Besides, the defendant cannot refuse payment on this ground, but the legislature may enforce the prohibition by causing the charter to be revoked when they shall determine that it has been abused,' was, as has since been pointed out, wholly obiter dictum." But the weight of authority supports, we think, the last reason given in its application to the facts of the present case. There is a distinction between a corporation making a contract in excess of its powers, and making a contract which it is prohibited by statute...