Hutchins v. Byrnes

75 Mass. 367

• Court: Massachusetts Supreme Judicial Court
• Decided: October 15, 1857
• Status: Published

Opinion

Metcalf, J.

The defendants’ counsel contends that the direction of the committee of investment to the treasurer should have been in writing and by their recorded vote. But the committee kept no records, and were not bound to keep any; nor was it necessary that their direction should be in writing. Angelí & Ames on Corp. § 291 a.

The defendants’ main reliance is on the objection that the assignment in question was not so executed by the treasurer as to be the act and deed of the corporation. But we are of opinion that this objection cannot be sustained. The assignment was made in the name, and as the act, of the corporation, according to the rule laid down in Combes’s case, 9 Co. 76 b, and always adhered to in England and in this commonwealth. In Brinley v. Mann, 2 Cush. 337, and in Elwell v. Shaw, 16 Mass. 42, cited for the defendants, that rule had not been complied with. The distinction between this case and those is most manifest. Nor is there in the collection of decisions on this point, in 1 Amer. Lead. Cas. to which we were referred, a single case that renders the validity of this assignment doubtful.

Conditional judgment to be entered.