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89 Tex. 68

33 S.W 222

Tempel v. Dodge

Texas Supreme Court

Decided December 19, 1895

Texas Supreme Court · decided 1895-12-19

<p>1. Corporation&emdash;Directors Delegating Dowers.</p> <p>While the board of directors can appoint agents, in the form of committees or-otherwise, to transact the ordinary business of the corporation, it (the board) cannot, confer upon others the power to discharge duties imposed upon it which involve the exercise of judgment and discretion, except in the transaction of the ordinary business of the corporation, unless authorized by the charter. (P. 70.)</p> <p>2. Same.</p> <p>A by-law conferring upon a committee, to be appointed by the president, all the-power conferred by the charter upon the board of directors is violative of the-■charter and would be absolutely null, and a deed based upon the acts of such committee is void as a link connecting the purchaser with the corporation. (Pp. 70, 71.)</p> <p>3. On Motion for Behearing—Presumption of Law in Another State.</p> <p>In the absence of proof, our courts will presume the law of another State as to the powers of directors of a corporation to be the same as our own, as fixed by our statutes, not the same as at common law, where they differ. (P. 71.)</p> <p>•4. Power of President of Corporation.</p> <p>The president of a corporation under the charter had power to employ counsel, but such authority did not give him power to transfer land. A contract by the president, attempting to employ counsel to recover land of the corporation and to .grant him as compensation one-half the land recovered, did not confer title upon his grantee. See example.- (P. 72.)</p>

Good law ✅— No negative treatment on recordhow we know

Decided 1895-12-19

How this case has been cited

Cited by 28 later decisions — most recently October 2006 · most notably 50 Tex. Civ. App. 10 - El Paso & Southwestern Railway Co. v. Smith (1908), Coca-Cola Co. v. Harmar Bottling Co. (2006)

27 state decisions

110189519001910192019301940195019601970198019902000decided

Later decisions citing this case, by decade. The current decade is in progress, and our corpus holds fewer opinions from the most recent years, so the latest bars are undercounted — not a real decline.

View the full empirical analysis of this case →

BBOWN, Associate Justice.

¶1The motion in this case is based upon the proposition that at common law the stockholders of a corpora^ tion, when not otherwise provided by law, have the right to make bylaws for the corporation, and that, in the absence of proof, this court should presume the common law to be in force in the State where this corporation was chartered. .It is well settled in this State that, in the absence of proof, our courts will presume the law of another State to be the same as our own. (James v. James, 81 Texas, 381; Bradshaw v. Mayfield, 18 Texas, 30; Armendiaz v. Serna, 40 Texas, 291; Crosby v. Huston, 1 Texas, 232.) Article 581, Bevised Statutes, authorizes the directors or trustees of a corporation to make by-laws for the government of the corporation, which, however, may be changed by a majority vote of the stockholders as therein provided. In the absence of proof the court will presume the law of another State to be the same as the law of this State, and will not presume the common law to prevail, as is claimed by the applicant in this case.

¶2If, however, we admit the proposition asserted by the applicant to be correct, he is in no better condition, because he has not shown any pro*72vision of law empowering the stockholders to make a change in the management of the corporation as prescribed by its charter, nor such circumstances as would call upon courts to uphold such unauthorized act.

¶3When it appears from the record that the judgment sought to be revised is correct upon the whole case, an application for writ of error will not be granted because the court may have given a wrong reason'for its judgment. The vice in the plaintiff’s case lies, not in the action of the court, but in the very facts alleged by him as constituting his right of action. The authority given to the president to employ counsel does not confer upon that officer power to convey the lands of the corporation; and plaintiff’s right to recover depends upon the validity of his contract as a conveyance of the title to the land in question; for failure in this respect his action must fail.

¶4The motion for a rehearing is overruled.

¶5Motion overruled. °

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