4. Validity. A bequest of money gen-meeting of Friends, called orthodox, for the erally, and not for permanent purposes, to an use of its ministers in straightened circumunincorporated association capable of clear stances,”—sustained. Shotwell v. Mott, 2 identification, is valid. Mich. Supreme Ct. Sandf. Ch. 46. 1864, Estate of Ticknor, 13 Mich. 44.

5. In Vermont, a bequest to the treasurer for the time being, of a charitable association, for the uses and purposes of said society, is valid, though the objects are vague and indefinite, and though the society is not incorporated. Vt. Supreme Ct. 1835, Burr v. Smith, 7 Vt. 276.

6. A bequest made to a certain religious society by name, which is organized and known by the name mentioned at the date of the will, and incorporated by the same name before the death of the testator, is good. N. J. Chancery, 1847, Voorhees v. Voorhees, 2 Halst. Ch. 511.

7. A bequest of $30,000 to A, B and C, "and to the survivors &c. upon the special trust that they shall permit the persons who now constitute the American Board of Commissioners for Foreign Missions (so called) and their associates, to take the interest and income of the same for the purposes of said board, and to promote the pious objects thereof," sustained. Bartlet v. King, 12 Mass. 537.

8. A bequest of an annual sum, out of the income from real estate, for fifty years to trustees, to be invested by them and accumulated during that time and then applied to establish a charity, is a valid bequest, even if the accumulation cannot be allowed for so long a period. Mass. Supreme Ct. 1865, Odell v. Odell, 10 Allen, 1.

12. A direction to accumulate funds for the erection of a church, not allowable, in New York,—see Wilson v. Lynt, 30 Barb. 124.

13. Identification of beneficiary. Where, in a bequest intended for a corporation, the beneficiary is defectively described, parol evidence is admissible, to point the language of the will, and show what society or corporation was intended by the testator. V. Chan. Ct. 1844, Hornbeck v. American Bible Society, 2 Sandf. Ch. 133.

N. Y. A.

14. Bequests of a residue to the treasurers of societies named as "Am. Bible, Tract, Synods, Board of Missions, Domestic Missions, N. Y. Colonization, and Seamen's Friend," sustained, upon parol evidence in favor of the American Bible Society, the American Tract Society, the General Synod of the Reformed Protestant Church, the New York State Colonization Society, and the American Seamen's Friend Society. Ib.

15. A legacy to "the ladies of the Ursuline Order, residing in Charleston," sustained, as a legacy to "the Ladies Ursuline Community of the city of Charleston." Banks . Phelan 4 Barb. (N. Y.) 80.

16. A bequest of £500 to the Westminster Asylum for pregnant women,-Held, upon extrinsic evidence, and context of the will, without any inquiry, a gift to "The General Lying-in Hospital." Chancery, 1852, General Lying-in Hospital v. Knight, 11 Eng. L. & Eq. 191; 21 Law J. N. S. 537.

17. A testator having made a bequest to "The Marine Bible Society," and there being no society of that name in existence, it appeared, in answer to a bill in equity, brought to obtain the direction of the court as to the disposition of the bequest, that at, or shortly before the time of the making of the will, there was a voluntary association in being, known by the name of "The Boston Young Men's Marine Bible Society," the object of which was "to circulate bibles among destitute seamen," but which, at the time of the testator's death, had been dissolved or become extinct;-Held, that the latter was the society intended by

9. A bequest of money to a church, to be laid out in bread yearly, for ten years, for the poor of the congregation, is good. So is a bequest of money to trustees, with directions so to invest it that the interest may be, from time to time, applied towards the education of students in the ministry, of a specified congregation, under the direction of the vestrymen of specified churches. Pa. Supreme Ct. 1827, Witman v. Lex, 17 Serg. & R. 88. 10. A bequest to executors for the use of such of the poor and indigent of a certain town as should, from time to time, be selected by its trustees, is not avoided by the incapacity of the trustees of the town to take by the testator; and the court thereupon apdevise. N. Y. A. V. Chan. Ct. 1844, Shot-pointed a trustee to receive and dispose of well v. Mott, 2 Sandf. Ch. 46. the legacy, by appropriating the avails thereof to the purchase of bibles, to be distributed

11. Bequest to the "New York yearly

among destitute seamen, and distributing the same, as near as may be, in conformity with the constitution and by-laws of the Boston Young Men's Marine Bible Society, as it formerly existed. Mass. Supreme Ct. 1849, Winslow v. Cummings, 3 Cush. 358.

18. A. bequeathed as follows: "I direct my executors to pay over the residue of my estate to the American Bible Society of New York, and to the American Missionary Society of New York, to whom I leave or be queath it." The American Bible Society of New York was a body corporate; but no such society as the American Missionary Society was then in existence, or ever had an existence. Held, that the American Bible Society was not entitled to the whole of the residue; and that, as to the moiety intended to be bequeathed to the American Missionary Society, the testator had died intestate, and the same was distributable among her next of kin. S. C. Ct. of Appeals, 1851, Telfair v. Howe, 3 Rich. Eq. 235.

19. A bequest to the trustees of the Bethel Church, in Newark, is a good bequest to a church the corporate name of which is "The Bethel Church in Newark." N. J. Chancery, 1848, Baldwin v. Baldwin, 3 Halst. Ch. 211. 20. Construction. Under a bequest in these words:-"As a testimony of my gratitude to the Giver of every good and perfect gift, I further will and devise the sum of $150, as a donation to the Associate Congregation of R,' to be placed under the direction of the trustees of said society, and the interest thereof to be annually paid to their minister forever":

Held, 1. That as there was nothing in the terms employed to indicate that the testator had any regard to the connection of the congregation named with any religious body, or to any future divisions which might occur in it, the fact could have no effect upon their right to the legacy, that they had seceded from the "Associate Church" to which, at the time of the testator's death, they belonged.

2. The gift was, in effect, a gift to the society, and the only inquiries to be made, in determining their right to receive the legacy, were, whether the society still existed, and whether they had a minister, chosen and appointed by the majority, and regularly ordained over the society. Vt. Supreme Ct. 1846, Smith v. Nelson, 18 Vt. 511, 548.

21. A testator devised and bequeathed the

whole of his estate, both real and personal, to his wife for life, and "after her death to the Methodist church of which she may be a member at the time of her death, to be appropriated to the uses and purposes which the conference may deem most advantageous for said church more especially." Held, that the particular congregation of which the wife was a member at her death was exclusively entitled to the bounty, and not the Methodist church in its general connectional character. S. C. Ct. of Errors, 1847, Attorney General v. Jolly, 2 Strobh. Eq. 379.

22. A bequest to the "westerly part of Hopkinton, if the inhabitants will settle a Congregational minister within three years after my decease," gives no legal title to any party or corporation to receive it; but a court of equity would in such case order the executor to pay the legacy to a plaintiff who should establish an equitable title thereto. N. H. Superior Ct. 1843, Second Congregational Society u. First Congregational Society, 14 N. H. 315.

23. A bequest to "the Baptist Societies for Foreign and Domestic Missions, and the American and Foreign Bible Society," is valid and sufficiently specific; and if societies can be found which were organized and known by those names at the time of the testator's death, they will be considered the societies referred to in the will, and capable of taking the bequest, whether incorporated or not. Ala. Supreme Ct. 1851, Carter v. Balfour, 19 Ala. N. 8. 814.

24. Lapse, through expiration of charter. The charter of a corporation for religious purposes, expired, before a legacy which had been bequeathed to them, vested; and before the expiration of the charter, the corporation assigned the legacy to trustees, in trust to transfer it to such association as might be organized for the same purposes; and it was assigned, accordingly, to a new corporation. Held, that the legacy lapsed on the expiration of the first charter. N. Y. Superior Ct. 1850, Andrew v. N. Y. Bible & Prayer-Book Society, 4 Sandf. 156; 8 N. Y. Leg. Obs. 361.

BILLS AND NOTES.

[This chapter embraces the peculiar rules governing the power of corporations in general to make, indorse, or take, bills of exchange and promissory notes. For rules

peculiar to these instruments, as made or received by par

ticular corporations, reference should be made to the titles

of those corporations. And cases upon negotiable instruments deemed illustrative of the general powers and liabilities of corporations in respect to Contracts, are under CONTRACTS.]

I. THE POWER TO MAKE THEM.
II. FORM AND EXECUTION.

III. TRANSFERS AND INDORSEMENTS.
IV. RECOVERY AND DEFENCES.

I. THE POWER TO MAKE THEM.

1. General powers of corporations. Even though a corporation is not, in express terms, empowered to make a note or draft, or accept a draft, yet it may do so as a mode of binding itself for any debt which it may lawfully contract. Ind. Supreme Ct. 1854, Hamilton v. New Castle &c. R. R. Co. 9 Ind. 359; Me. Supreme Ct. 1854, Carne v. Brigham, 39 Me. 35; N Y. Supreme Ct. 1829, Barker v. Mechanics' Fire Ins. Co. 3 Wend. 94; 1842, Moss v. Oakley, 2 Hill, 265; 1843, Kelley v. Mayor &c. of Brooklyn, 4 Hill, 263;* Pa. Supreme Ct. 1854, McMasters v. Reed, 1 Grant's Cas. 36; Ind. Supreme Ct. 1860, Hardy v. Merriweather, 14 Ind. 203; R. I. Supreme Ct. Clark v. School District No. 7, 3 R. I. 199.

law;

2. Although the power of a corporation to issue bills or notes, as a circulating medium, is expressly excluded by the general the right to issue negotiable paper for any of its lawful purposes, is incident to its expressed powers or objects. Cal. Supreme Ct. 1858; Smith r. Eureka Flour Mills, 6 Cal. 1; S. P. N. Y. Supreme Ct. 1857, Partridge . Badger, 25 Barb. 146; Mo. Supreme Ct. 1860, Buckley v. Briggs, 30 Mo. 452.

note of the company for payment. When a corporation conduct their business within the purposes and objects of their incorporation, on substantially the same principles and in the same manner as individuals conduct the like business, they should be deemed not as transcending their authority, but as exercising those implied powers which are necessary to the development of those expressly given. N. Y. Supreme Ct. 1857, Mead v. Keeler, 24 Barb. 20.

4. If a corporation have power to make a purchase, they may lawfully make promissory notes on time for the price. An ability to make a contract implies an ability to make a promissory note. No question is better settled upon authority, than that a corporation, not prohibited by law from doing so, and without any express power in its charter for that purpose, may make a negotiable promissory note payable either at a future day, or upon demand, when such note is given for any of the legitimate purposes for which the company was incorporated. N. Y. Ct. of Appeals, 1853, Moss v. Averell, 10 N. Y. (6 Seld.) 449; S. P. N. Y. Supreme Ct. 1836, Clark v. Farmers' Woolen Manuf. Co. 15 Wend. 256; Ky. Ct. of Appeals, 1840, Commercial Bank v. Newport Manuf. Co. 1 B. Monr. 13.

5. So, if a corporation be authorized to borrow money for a purpose connected with its business, it may do so by the mode of borrowing a bill or note, and indorsing and transferring it. N. Y. Superior Ct. 1847, Furniss v. Gilchrist, 1 Sandf. 53; 1859, Holbrook v. Basset, 5 Bosw. 147; N. J. Supreme Ct. 1858, Lucas v. Pitney, 3 Dutch. 221.

6. Under a power by charter to contract 3. Although the power to borrow money with connecting roads for their use &c. a railis not expressly conferred by a general incor-road company is authorized to accept bills poration act which authorizes corporations drawn by a connecting road as a consideraformed under the act to buy, purchase, hold, tion for a change of gauge of that road. Ind. convey, &c. any real and personal property Supreme Ct. 1858, Smead v. Indianapolis &c. whatever, necessary to carry on their opera- R. R. Co. 11 Ind. 104. tions,—such a company have power to borrow money, when necessary in the transaction of that business, and to bind themselves by a

See also, for recognitions of this rule in New York,
Barker v. Mechanics' Fire Ins. Co. 8 Wend. 94; Mott v.
Hicks, 1 Cow. 513; Barry v. Merchants' Exchange Co. 1

Sandf. 280; McCullough v. Moss, 5 Den. 567; Attorney
General v. Life and Fire Ins. Co. 9 Paige, 470; Halstead v.
Mayor &c. of N. Y. 5 Barb. 218.

The rule will (in New York) be assumed to be the law

7. Their limit. Where a company was incorporated, not for the purposes of trade, but merely for carrying on the business of supplying the inhabitants of a particular place with water,-Held, that they could not become the makers of promissory notes or the acceptors of bills of exchange without express authority, since the nature of the business in which

of another State, in the absence of evidence to the contrary. they were engaged did not raise a necessary

Clark v. Titcomb, 42 Barb. 122.

implication of such a power. K. B. 1819,

Broughton v. Manchester Water Works Co. 3| 1855, Hart v. Missouri State Mutual Fire and Barn. & Ald. 1.

8. An insurance company, empowered to make insurance &c. and to do all things for the well-being of the company not contrary to the provisions of the charter, but having no express power to make notes, has no implied power to make such contracts, for it cannot be deemed necessary to the purposes of the company. The means for carrying on its business are required to be raised by the stock, and if liabilities be incurred in their business, they have not power to borrow money or contract debts to pay them. If there be any circumstances which will render the making of a note by them valid, they must be shown by the party who would enforce the note. Miss Ct. of Errors, 1856, Bacon v. Mississippi Ins. Co. 31 Miss. 116. See INSURANCE COMPANIES.

9. Accommodation paper given to a company, and by it transferred in payment of a debt due, is not void for want of power in the company to make such a transaction. Corporations carrying on business under no restraining acts may make promissory notes and draw bills of exchange, where these are the usual and proper means to accomplish the purposes of their organization. Such notes and bills are to be presumed valid and legal where they are not prohibited by law, and are received in good faith; although invalid when given in violation of law or when given for purposes wholly foreign to those for which the corporation was created. [15 Johns. 44; 1 Cow. 513; 4 Hill, 263; 2 Id. 265; 3 Wend. 96; 1 Sandf. 53; Ang. & A. on C. § 257; Pierce on R. R. 373; Edw. on B. 77.] N. J. Supreme Ct. 1858, Lucas v. Pitney, 3 Dutch. 221.

10. Presumption. Where a corporation has the general power to be a party to promissory notes, such notes will be presumed, until the contrary be shown, to have been given for the authorized purposes of the corporation. Ga. Supreme Ct. 1855, Mitchell v. Rome R. R. Co. 17 Ga. 574.

11. Where a corporation, expressly restrained from exercising any banking privileges, but having the right to receive notes in the way of business, offered a note as a setoff in a suit,-Held, that the note would be presumed to have been properly received by the corporation, till the contrary was proved by the plaintiff. Mo. Supreme Ct.

Marine Ins. Co. 21 Mo. (6 Benn.) 91.

For cases on Corporate power to make notes, illustrative also of the general power to contract, see CONTRACTS.

12. Powers of officers. A by-law authorizing officers of a corporation "to accept bills of exchange in the prosecution of its business," does not empower them to make an accommodation acceptance. N. Y. Superior Ct, 1859, Farmers' & Mechanics' Bank v. Empire Stone Dressing Co. 5 Bosw. 275; 10 Abb. Pr. 47.

13. Under a resolution of the board of directors, authorizing the president and cashier, as often as they find occasion, to borrow or obtain discounts; if both agree to a plan of borrowing, it may be executed by the use of paper signed by one of them. Pa. Supreme Ct. 1824, Ridgway v. Farmers' Bank, 12 Serg. & R. 256.

14. Where the directors of a corporation authorized the president to provide for a debt of the company by procuring the joint note of the stockholders, and giving them a bond of indemnity, and instead of this he gave the note of the corporation,-Held, that such note was unauthorized, and could not be enforced. Miss. Ct. of Errors, 1856, Bacon v. Mississippi Ins. Co. 31 Miss. 116.

15. A vote of the directors, authorizing its agent to raise money for its own use, on the credit of the corporation, and to give therefor "the company note," authorizes him to draw a bill of exchange in the name of the company, the dishonor of which will not subject them to damages. Mass. Supreme Ct. 1832, Tripp v. Swanzey Paper Co. 13 Pick. 291.

16. or agents. That a promissory note, given by an agent of a corporation, will bind the corporation, provided he acted within the sphere of his powers, or the act was subsequently ratified, see Butts v. Cuthbertson, 6 Ga. 166.

17. But if the power of making and indorsing promissory notes for and in the name of a corporation is not expressly conferred upon its agent and attorney by the instrument by which he is appointed, general words at the conclusion thereof authorizing him "to do all other acts and things for and in behalf of the said company that he may deem proper to further and protect its interests," cannot have that effect. N. Y. Supreme Ct. 1864, Lawrence v. Gebhard, 41 Barb. 575.

20. An order in the form, "Please pay L. and A. my wages from month to month, as they become due, and what may be now due," drawn on the clerk of a corporation, and accepted by him for the corporation,Ib. Held to be, prima facie, a mere authority to pay, and not an assignment. Carrique v. Sidebottom, 3 Metc. (Mass.) 297.

21. An order or bill drawn by a corporation upon one of its officers may, at the holder's election, be treated as the promissory note of the corporation, payable at a particular place. Ind. Supreme Ct. 1863, Indiana &c. R. R. Co. v. Davis, 20 Ind. 6; S. P. Marion & Mississinewa R. R. Co. v. Hodge, 9 Ind. 163. 22. As to necessity of presentment in such -see Ib.