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92 Mass. 337

Barrett v. Mead

Massachusetts Supreme Judicial Court

Decided January 15, 1865

Massachusetts Supreme Judicial Court · decided 1865-01-15

Contract. The declaration contained several different counts, which were averred to be for the same cause of action. One count alleged a failure to fulfil the following agreement: “ Boston, April 22,1862. On demand I agree to deliver unto Charles M. Barrett forty shares of the Petherick Mining Company stock upon the payment of sixty dollars. Sami.

Decided 1865-01-15

Hoar, J.

¶1The first question presented by the bill of exceptions is, whether the evidence was sufficient to show that the Petherick Mining Company was a company incorporated under a law of the State of Michigan.

¶2The general statute of that state, providing for the incorporation of such companies, was proved by the production of the printed volume of laws, purporting to be published under the authority of the state government; which is prima facie evidence. Gen. Sts. c. 131, § 63. The proof that the company had attempted an organization under this statute, and had transacted business as a corporation de facto under that organization, was ample. The certificates of shares of stock in the company, delivered by the plaintiff to the defendant, recited that the company was “ organized under the general laws of Michigan.” This constituted sufficient evidence, in the absence of anything to control it, to authorize the finding that the company was duly incorporated, in a case in which the fact was only collaterally in issue.

¶3The defendant was then sued upon a contract for the transfer or sale of shares in the stock of a company incorporated under the laws of one of the United States, and he was not, at the time of making the contract, the owner or assignee of the stock nor authorized by the owner or assignee, or his agent, to make the sale or transfer. Such a contract is. void in law, and will hot support an action. Gen. Sts. c. 105, § 6. The language of the statute is express and absolute, and admits of no exception derived from the purpose or consideration for which the contract is made.

¶4Exceptions overruled.

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