Bill against The President, Directors, and Company of t he Fourth Great Western Turnpike Road.Headnote
In an action the3 “ainil’fí's trial1,’under the pruv^that’o'ey tí™.3 corpora" by a turnpike appeintment ir the6' governor1 cate of the in epcefcors that the mad was erected6are not ¿epce-o/theex- ° eotpomüonlU¡eIN ERROR, cm certiorari to a justice’s court,
The defendants in error, who were the plaintiffs in the court below, brought an action against the defendant below, the plaintiff in error, on a subscription, dated the 29th of March, 1814, by which the subscribers promised to pay to the plaintiffs 20 dollars, for each share of the stock annexed to their respective names, in such property as should be designated at the time of subscribing, with a proviso, that the agreement was to be void, if the road should not he completed in the year 1815. The x. defendant below subscribed one share, in neat stock, or grain, The defendant below having pleaded the general issue, and denied the existence of any such company, the only evidence of that fact produced on the trial, was the appointment of inspectors by the governor, (and that by proving his handwriting only,) and the certificate of the inspectors, that the road was completed, and that gates were erected. The whole matter was submitted to the jury, who found a verdict for the plaintiffs below, for 20 dollars.
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.