Majority
p. 648New York Floating Derrick Co. v. New Jersey Oil Co. Special Term, April 1, 1854, before Duer, J.
Headnote
A resident of tins State may maintain an action against a corporation created by the laws of any other State upon any cause of action.A corporation has power to do acts out of the territorial jurisdiction of the State by which it was created, unless expressly restrained by its charter, or the laws of the country in which it may attempt to act. Such restriction will not be presumed, but must be shown, when relied upon, as a bar to an action for not performing its contracts.
A promissory note, made by a corporation out of the State by which it was created, will be deemed to be valid and obligatory, unless facts be shown which establish its invalidity.
• This case came before the court on a demurrer to a complaint. The pleadings are as follows:
The above-named plaintiffs, by Charles A. Peabody, their attorney, say, that they are a corporation, duly chartered under and by the laws of the State of Hew York, and pursuant to an act of the Legislature of said State, entitled “ An Act to Authorize the Formation of Corporations for Manufacturing, Mining, Mechanical, or Chemical Purposes,” passed February 17, A.D. 1848.
And they further say, on information and belief, that the said defendants are a corporation, duly chartered under and by the laws of the State of Hew Jersey, and pursuant to an act of the Legislature of said State, entitled “ An Act to Authorize the Establishment and to Prosecute the Duties of Manufacturing Companies,” approved February 25th, 1846, and the several acts supplemental thereto.
And plaintiffs further say, on information and belief, that the said defendants, being such corporation as aforesaid, on or about the 29th day of July, 1853, at the city of Hew York, for value received, made their certain promissory note, in writing, of which the following is a copy, and delivered the same to the said plaintiffs:
Office Hew Jersey Oil Co. )
Hew York, July 29th, 1853. I
Dollars 377TVo*
Hinety days after date the Hew Jersey Oil Co. promise to
p. 649
pay to the order of the Hew York Floating Derrick Op. three hundred and seventy-seven TV<r dollars, value received.
O. Holmes, Prest.
E. F. Jsinmrs, Treas.
And the plaintiffs, on information and belief, further say, that the said promissory note is now due and remains wholly unpaid, and that they, the said plaintiffs, are the true and lawful holders and owners thereof. That there is due to them upon said promissory note the sum of three hundred and seventy-seven dollars and seventy-five cents, with interest thereon from the 30th day of October, 1853, for which said sum of three hundred and seventy-seven dollars and seventy-five cents, with interest as aforesaid, the plaintiffs demand judgment, besides the costs of this action.
The defendants in this action demur to the complaint therein, and hereby set forth the reasons and assign the causes of such demurrer, and their grounds of objection to the said complaint, as follows, to wit:
I. The said complaint, as appears on the face thereof, does not state facts sufficient to constitute a cause of action against the said defendants, for the following reasons: 1. It appears from the said' complaint that the promissory note therein alleged to have been made by the defendants, was so made at the city of Hew York, which was and is an act they could not do, or perform, by law in the State of Hew York, out of the State of Hew Jersey. 2. It does not affirmatively appear, in and by the said complaint, that the said' defendants could, or that they were, or are authorized or empowered by the act of the Legislature of the State of Hew Jersey, in the said complaint mentioned, or by other laws of the said State, to make and execute the said promissory note in the manner in the said complaint mentioned. 3. The facts constituting the cause or nature of the said complaint are not alleged or stated therein as facts according to the direction of the Code of Procedure, but the facts therein alluded to (except that the plaintiffs are a corporation) are stated on the mere information and belief
p. 650argued in support of the objections to the complaint specially assigned as causes of demurrer. He cited Story on Pleading, § 74; 10 B. & Cress. 128.
of the said plaintiffs. 4. There are no facts stated in the said complaint on which to found the judgment therein demanded.
II. The said plaintiffs, as appears from the said complaint, have no legal capacity to sue the defendants in this action, inasmuch as there is no authority in law for a corporation, such as the plaintiffs are alleged to be, to sue or bring an action in this court against a corporation, such as the defendants are stated to be, chartered by or under the laws of the State of Hew Jersey, or a foreign corporation.
HI. It appears on the face of the said complaint that this honorable court has no jurisdiction of the subject of this action. 1. As the plaintiffs are a corporation, and not a natural person, and the defendants a foreign corporation. 2. Because as the plaintiffs are a corporation, and not a natural person, it does not appear, and cannot be said, whether they are, or are not, residents of the State of Hew York.
IY. It appears on the face of the complaint that this honorable court has no jurisdiction of the person or corporate capacity of the defendants, as, 1. It does not appear that the defendants were, or are, authorized to make the note, stated in the complaint, in this State. 2. What is stated in the said complaint is on the information and belief only of the plaintiffs, except as to the fact of the plaintiffs being a corporation. 3. It does not appear from the complaint that the plaintiffs have the right to sue the defendants, or that the defendants are liable to be sued by the plaintiffs in this court for the matters stated in the complaint. 4. It appears that this court is without jurisdiction in or over the case stated in the complaint.
Wherefore, the defendants demand judgment of this court in the premises, and that the said complaint be dismissed with costs.
R. H. Shannon, for the defendants,
C. A. Peabody, for plaintiffs, made and argued the following points.
p. 651H. and HI. The errors assigned under the second and third
I. Complaint states facts sufficient to constitute a cause of action in the respects in which it is alleged to be insufficient. 1. Defendants had power, by their agents, to make out of Hew Jersey, in Hew York, the note on which this action is brought. Corporations have power to do acts out of the territory for which they are incorporated, or under the laws of which they hold their corporate rights. This is the case with all corpora-tions unless expressly restrained by their charters or other laws. (Angell & Ames on Corporations, § 273, 275; Bank of Augusta v. Earle, 13 Peters R. 521 or 519; Tombigbee R. R. Co. v. Kneeland, 4 Howard (U. S.) R. 14.) 2. The authority of the State constituting the corporations, as to the manner in which it may make a note, need not appear. The authority to make a note is not questioned. The manner in which it may make it need not be pleaded. If the defendants could make a note in Hew York, the correctness of the manner in which this is made is to be tried by the laws of Hew York. (Angell & Ames on Corporations, § 293, 294, and numerous cases there cited.) 3. The question of the power of defendants to make a note is not raised by the demurrer. This power is general, and incident to corporations generally within the scope of their corporate purposes (Story on Bills, § 97, p. 94; Id. § 53, p. 58 ; Attorney Genl. v. Life and Fire Ins. Co., 9 Paige, 470), and express authority from the charter or any source is not necessary. This power being general, .if defendants’ case be an exception the fact must be pleaded by them. (Angell & Ames on Corporations, § 236, 257, 267.) If there be any objection to its validity, such as that it was made for purposes not within the scope of the corporate powers of defendants, or in the manner authorized by them, or any other objection, such as those raised by the demurrer, or otherwise, the fact must be pleaded by defendants. 1. Because it is most particularly within their own knowledge. 2. Because the case of the defendants is an exception to the general rule. But the sufficiency of this note, in matter of form, depends on the law of the place where it was made (Hew York), which need not be pleaded, as courts take judicial notice of it. The facts are pleaded according to the Code, and are sufficient to procure judgment.
p. 652grand divisions relate entirely to the jurisdiction, and are sufficiently answered by a paragraph, respecting the jurisdiction of this court, taken from the statute regulating its jurisdiction (Code,- § 33), which expressly gives jurisdiction in “actions against corporations created by or under the laws of any other State, government, or country.” This is a court of general jurisdiction, and the facts giving jurisdiction need not be pleaded. If it have it not, -the facts should come from the defendants to show its want of jurisdiction. IY. The matters in the fourth division of the demurrer are merely repetitions of matters previously stated under other heads, and are sufficiently replied to above in the points relative to those heads. So far as they are otherwise they are unimportant.
I am of opinion that the points made, and the authorities referred to, by the counsel for the plaintiff, furnish a complete answer to all the objections that have been taken to the complaint. The demurrer is, therefore, overruled, and the plaintiffs- must have judgment, unless the defendants file an affidavit of merits within twenty days, put in an answer, and pay the costs of the demurrer.