MANVILLE V. BELDEN MINING CO.
425
concerning interstate na.vigation or international navigation. Those are statutes made by the states for their own uses, and they can declare, and often do declare, that a little branch is a navigable stream. That does not make it so, within the meaning of any constitutiunal provision, treaty, or ordinance of the United States.
MANVILLE V. BELDEN 'MINING
Co.
(Circuit Court, D. Colorado.
June 28,1883.)
ConrORATTON-ACTION Fon JlloNEY HAD AND RECElVED-CrIAIlTR:R.
A corporation, like a natural person, :naY' be compelled to accOlrnt for the bendits received from a even if it be one not enforceable by reason of the fact that its agents have no right to make it, unless it he in its natnre il!<'gal or immoral; and if the agrecml'nt under which the corporation has received and appropriated mone.vor property cannot be enforced, it cannot be ]lCnrd to refuse to account on the ,ground l.hat it had no power under its charter to take it, and action may be sustainl'd, without ref"r"n('e to t he agreement, to recover whatever money may be justly due for the value recdveu.
On Demurrer to Answer. Branson, for plaintiff. Henry T. Rogers, for defennant. MCCRARY, J., (orally.) Tbe plttintiff decl!lres, first, upon a promissory note executed in the name of the defendant corporation by an agent, and as a further and I:leparate cause of action he avers, in paragraph 3 of the complaint, tbat, during the year IS81 and 1882, this plaintiff, at the special instance of the defendant, advanced to said defendant, and for its use and benefit, at different times, various sums of money, amounting in the aggregate to the sum of $3,11)6, no part of which has ever been paid, or the interest accrued thereon, except the sum of $275. To this defendant answers, among other things, that it is a corporation, and that one of its by-laws is as follows: deht shall be contracted for or in the name of the company, except by order of the board of directors, and then not in excess of the funds actually in the treasury." It is 1l,\'erreJ that the debt set out in the said third paragraph of the complaint was not contracted by order of the board of directors, anit that at the time it purports to have been contracted there was no money in the treasury of the company. To this portion of the answer the plaintiff demurs. I consider the third paragraph of the complaint as a claim for money had and received by the defendant from the plaintiff. It avers that the plaintiff ad va need money to the amount of $3,166 to said defendant, at its special instance and request, and for its use and benefit. Under this allegation it will be competent for the plaintiff to prove tlmt he furnisllUJ, advanced, ][1'.
426
FEDERAL REPORLLn.
or loaned money to the defendant, which the defendant received and used; and if this proof is made, it will be no answer to show the limitation of the powers of the defendant, contained in the by-laws above quoted. It is insisted that under some peculiar provisions of the statute of Maine, under which this corporation was organized, its by-laws have the force and effect of charter provisions; that all persons must take notice of them. I do not inquire into the soundness of this claim, as, eveu if it be admitted, if the third paragraph of the complaint is true the defendant is liable. A corporation, like a natural person, may be compelled to account for the benefits received from a transaction, even if it be one not enforceable by reason .of the fact that its agents have no right to make it unless it be in its .nature illegal or immoral. If the agreement under which the corporation has received money or property cannot be enforced, an action may be sustained without reference to the agreement to recover whatever money be justly due for the value received. A corporation that has received money or property from another, and appropriated it, cannot be heard to refuse to account for it on the ground that it had no power under its charter to take it. See rule 14, p. 121, Mor. Priv. Corp. and cases cited. . I The demurer to so much of the answer as sets up the defendant's want of power, as a defense to so much of the ammer as is contained in the third paragraph, is sustained.
RHODES and others v. CLEVELAND ROLLING-T't[rLJ. Co. (Circuit Court N. D. Illinois. 1. July 23, 1883.)
PAROL EVIDExcE-To EXPL.UX 'VlUTTEX COXTRACT.
While parol evidence is not admissible to vary or change the terms of a written contract, it is frequentl..- admissible for the purpose of ascertailling what was the intention of the parties, or the meaning which they int'mded to attach to the expressions used in the 2. S.UIE-COXTUACT TO DELIVEH PIG-Inox-BilEACU.
The contract in this case, claimed to have been broken hy defenrlant, construed, and held that there was nothing to justify deff'ndant in claiming that under said contract the whole amount of pig-iron to he delivered by plaintiffs to them was to he deli\'ered before the end of the year, but that defendant must he Iw;d to have known of the capacity of the mill from which the iron was to be produced, and that its refusal to receive the iron after the close of the year was a breach of its contract with plaintitI, and that plaintiffs were entitled to dama.ges therefor. SA)IE:-;\IEASURE OF D.UL\GES.
3.
Ordinarily, the measure of damages for a hreach of a contract of sale is the difference he tween the price which defendant, by the contract, agreed to pay, and the market value of the property at the time he refused to perform the contract. 4. S.UIE-N"OTICE OF REFT.:SAT, TO ACCEPT PROPEnTy-TEXDER.
"'heTe. however, defendant notifies plaintiff that no more of the property willlJe received after a date specified, and after such notke plaintiff teULlers
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