Bill v. President, Directors, & Co. of Fourth Great Western Turnpike Road

14 Johns. 416

Opinion

Per Curiam.

The instrument subscribed by the defendant is not according to the form prescribed by the act incorporating this company. It must, therefore, be considered as a special contract, and some doubt might be raised with respect to the consideration; but it is unnecessary to notice it, for the plaintiffs did not make out what was necessary to show themselves duly and legally incorporated. It is a well-settled rule, that when a corporation sues on a contract, they must, at the trial, under the general issue, prove that they are a corporation. (8 Johns. Rep. 378.) In the case of the Highland Turnpike Company v. M'Kean, (10 Johns. Rep. 156.) the books and minutes of the company, legally authenticated, were deemed evidence of the proceedings of the corporation. The evidence offered on the trial was not sufficient, and the judgment must, accordingly, be reversed,

Judgment reversed.