Logan v. McAllister

2 Del. Ch. 176

• Court: Court of Chancery of Delaware
• Decided: September 15, 1858
• Status: Published

Opinion

Harrington, Chancellor.—On

the principal question raised in the case, I am of opinion that the Rockland Manufacturing Company, on the Brandywine River, had a legal existence, under the charter of February 8, 1825, and the supplement of January 5,1847, by legislative grant, acceptance and action, so far as action under the grant was necessary and proper for the objects of the incorporation, and under the circumstances surrounding' the parties in interest. This acceptance of the charter, and action under it, were of such public notoriety as to sustain the legal character of this Company as a corporation and give it force, not only amongst the corporators and those interested in the Company, but with the public. The act was applied for, as it appears from the exhibits and from the public journals of the legislature, by William Young, then the proprietor of a large manufacturing establishment on the Brandywine. It incorporates the said William Young, and such others as were or might be associated with him for the purpose of carrying on the business of manufacturing woolen and cotton goods, and machinery, at Bock-land on the Brandywine; and it appoints, as directors of the Company then incorporated, until the first annual meeting, and until others should be appointed and should act, William Young, William Wallace Young, John McAllister, Sr., John McAllister, Jr.,and Isaac Bannister.

What remained to make this an existing corporation ? The assent of the person or persons incorporated, their acceptance and concurrence must doubtless exist. The Legislature cannot confer a corporate existence on a heretofore dead body, which will not receive such vitality; but the fact of seeking such corporate existence, as well as the subsequent exercise of corporate powers, is evidence of an acceptance of the legislative grant. Proof of both of these exist in this case, satisfactory in itself, though not very full; as the circumstances surrounding this corporation did not often require a very formal exercise of powers in the usual manner of corporate action. Being the change of a partnership into a company, acting in a new capacity but much through the same agents, the proof of this character would not be so easy and obvious, as in the establishment of a new business, whether as a partnership or a corporation. The grant of corporate powers was applied for by William Young : it was made, and it was competent to the legislature to make it, to William Young, with or without associates. Persons were named in it to represent and carry on the corporation until others should be chosen; and the corporate franchise was thus vested, inasmuch as the persons in whom it should vest, were thus lawfully ascertained, These preliminaries, sufficient in themselves to establish a corporate existence, were followed by public notice, organization, the election of a president and other officers, a formal transfer of the capital of William Young to the Company, and an agreement to convey the real estate which was to form a part of the corporate property. This conveyance was directed by the will oí William Young to be made, according to the intent and to carry out the objects of the incorporation; and it was made, accordingly, by the executors and trustees on the 29th of June, 1842.

The case made by the bill and answer, as agreed in the arguments, presents this as a preliminary question of vital importance to the cause, and the decision of which, on the opinion which has been already expressed as to proof of the legal existence of the Rockland Manufacturing Company, covers the whole case. It is not important, therefore, nor proper, that I should express any opinion as to the several other points raised by the defendants in this cause, considering as I do that the securities and deeds under which the defendants hold the property through that Company are valid, and that the claim of the complainant, as the assignee of William W. Young and John Evans Young, is invalid. The bill is, therefore, dismissed with costs.