¶1The bond and mortgage in question were executed to The American' Life Insurance and Trust Company, on the 26th of August, 1835.
¶2The bill alleges that the mortgagees, by an act of the General Assembly of the state of Maryland, passed at the (December session in 1833, were created a body politic and corporate, and as such, various powers were conferred and duties imposed upon them. These powers, the bill states, were altered and modified by several statutes at subsequent sessions, and in December, 1837, an act was passed consolidating the original and supple*33mental acts, and more clearly defining the powers and duties of the company.
¶3The consolidating act is then set forth at large, and by its provisions, the company was clothed with the power to loan money on real estate, and incidentally to take bonds and mortgages.
¶4The bill does not, however, allege either in terms or by implication, that when the mortgage of Chamberlain was executed, these powers were incident to the company.
¶5This omission is made a point by the defendants, who insist that the bill shows no legal capacity in the corporation to make the contracts set up by the complainants, and therefore no valid or binding contract is established. The objection rests wholly upon the frame of the bill. It is a narrow ground upon which to dispose of the cause, but it is one upon which the parties have a right to insist; and if it be well taken, an examination of the graver questions presented at the hearing, is unnecessary.
¶6The only charge in the bill which can be relied upon as setting up the powers exercised in making this contract, is that the company, was created a body politic and corporate. This it is contended, covers the whole ground, and any restriction in its dealings and powers, must be shown by those alleging its existence.
¶7Although it be true, that a corporation at common law, would as such, have capacity to lend money and take a bond and mortgage ; yet in fact all corporations, in this country, owe their existence to legislative power, and are created for specific and defined objects and purposes. They derive all their powers from their charters. By the use of certain general terms, the ordinary capacity of corporations is usually bestowed in these charters, with such limitations and additions as the legislative wisdom has deemed proper. But the capacity, as well as the existence of each, is derived from the act of the legislature, and to that we must refer to ascertain the extent of such capacity.
¶8Chief Justice Marshall says of one of these corporations : “ It may correctly be said to be precisely what the incorporating act has made it, to derive all its powers from that act, and to be capable of exerting its faculties, only in the manner which that act authorizes.” (Head v. The Providence Insurance Company, 2 Cranch, 167.)
¶9*34And Chief Justice Taney, in The Bank of Augusta v. Earle, (13 Peters, 587,) says : “ It may be safely assumed that a corporation can make no contracts, and do no acts either within or without the state which creates it, except such as are authorized by its charter ; and those acts must also be done by such officers or'agents, and in such manner as the charter authorizes.”
¶10In Runyan v. Lessee of Coster, (14 Peters, 122,) Judge Thompson said, that - a corporation can have no legal existence out of the sovereignty which created it. Its residence in one state is no insuperable objection to its power of contracting in another; but the corporation must show that the law of its creation gave it authority to make such contracts, when it sets up contracts made in a foreign state.
¶11The American Life Insurance and Trust Company, was one of the corporations of the modern school, created for defined objects and with limited purposes. The bill declares that it was created a body politic and corporate, and as such, various poioers and duties were conferred and imposed upon it. This shows that it was thus defined and limited in 1833; and when the mortgage was executed, so far as the bill discloses, it was a body created by a statute which made it a body corporate with various powers and duties.
¶12I .cannot under the decisions, undertake to say what those powers and duties were, or to assume that it had capacity to take a bond and mortgage for money lent, or for any other consideration. The bill goes far enough to show that the charter expressed the powers which it conferred, but falls short of informing the court what those powers were.
¶13The objection to the bill appears to be well taken.
¶14It is an objection of form only, which might have been raised by a demurrer, and I feel warranted in retaining the suit, and allowing an amendment of the bill upon terms.