Note for Corporate Purpose.-A corporation allowed by its charter to both raise and smelt galena, for several years confined itself to the business of mining, and its ores were smelted by contract; the company, determining to treat its own ores, bought the smelting-works, and the directors gave the notes of the company in payment: held, that the directors had authority to make such purchase, and the notes given therefor were valid. Moss v. McCullough, 7 Barb. 279. Corporations having power to purchase property can give promissory notes on such purchase, unless expressly prohibited by statute. Moss v. Averill, 10 N. Y. 449. Draft without Corporate Name.-A corporation is liable upon a draft drawn or accepted by a party authorized for that purpose, though the corporate name be not mentioned in such draft, if it be drawn or accepted under a name adopted by the corporation. Conro v. Port Henry Iron Co., 12 Barb. 28. Timber and Real Estate Incident to Mining.-The ownership of real estate is incident to the exercise of corporate mining franchises. Whitman M. Co. v. Baker, 3 Nev. 386. The holding of a timber claim treated as the exercise of the franchises of a corporation organized for mining purposes. Whitman M. Co. v. Baker, 3 Nev. 386. Outside Improvements Incident to Extended Mining Ratification. The Rosie Lead M. Co., a corporation, purchased a large amount of property which had been previously used by the vendor in the business of washing and smelting lead ore, among which property was a house and lot, 50 acres of improved land, with several houses thereon, a school-house, thrashing machine, etc.: held, in an action on a note for the purchase money, that the purchase of such items in connection with the purchase of the smelting-works was not necessarily an excess of the power granted by the charter, and that such items might be incidentally employed in carrying on large mining operations. Moss v. Rosie Lead M. Co., 5 Hill (N. Y.), 137; see McCullough v. When a mining corporation allowed two of its officers to purchase property, and afterward received and operated the property: held, a ratification of the purchase, even if originally made without authority, and that the corporation was liable on its note for the purchase money given by such officers. Moss v. Rosie Lead M. Co., 5 Hill (N. Y.), 137; see McCullough v. Saw-mill and Hotel.-A corporation owning a very large body of lands had power by charter to aid in the development of minerals and other materials, and to promote the clearing and settlement of the country: held, that the building of a sawmill and hotel in direct connection with its business was within its powers. Watt's Appeal, 78 Pa. St. 370. Power to Borrow Money.-A corporation, unless prohibited, has authority to borrow money to accomplish the purpose for which it was organized. Union G. M. Co. v. Rocky Mt. Bank, 2 Col. 248; S. C., Id. 565; 1 Id. 531. Power to Own Steamboat.-A corporation created for the purpose of mining and transporting coal, etc., has the power to purchase and use a steamboat for the purpose of its business in transporting and delivering coal. Callaway M. & M. Co. v. Clark, 32 Mo. 305. Supply Store.-A mining corporation may, under a general charter, keep a supply store, out of which to pay its employees in kind, instead of money. Searight v. Payne, 2 Tenn. Ch. 175. Flour-mill-Injunction.-If an iron company attempt to erect a corn and flour mill as an independent enterprise, and not as a mere incident to the iron-works, it is ultra vires. Cherokee Iron Co. v. Jones, 52 Ga. 276. And the discretion of a judge in enjoining the erection of such mill, the question of the intended use being one of fact, will not be interfered with. Cherokee Iron Co. v. Jones, 52 Ga. 276. Copper Company Trading in Iron.-Assumpsit by a corporation on a contract for the supply of iron rails to defendant, averring mutual promises. Plea, non assumpsit. On the trial the plaintiff proved the making of the contract; the defendant proved a charter incorporating plaintiffs for the purpose of trading in copper ore, but containing nothing as to trading in iron. No other charter was proved. There was no evidence that the contract proved was in any way ancillary to the trade in copper: held, that the contract not being made under seal, and not being for the trading purpose for which plaintiffs were incorporated, did not bind plaintiffs, and that defendant was entitled to the verdict on the plea of non assumpsit, as there was no consideration for his promise. Copper Miners of E. v. Fox, 16 Q. B. 227. Corporation Taking Stock for Land.-A company owning land, and having power to sell, conveyed it, and received the stock of the mining company which purchased in payment: held, that such receipt of stock in payment was beyond the powers of the corporation, and the sale was void. Watt's Appeal, 78 Pa. St. 370. No Ratification of Ultra Vires.-The subsequent ratification by a corporation of acts of its agents not within the corporate powers will not render such void acts valid. McCullough v. Moss, 5 Denio, 566. § 672. Assumption of Debts.-Horn loaned $5,000 to six out of nine shareholders in the Volcano Water Company, taking their note, with interest at ten per cent. per month, and a mortgage executed by them, as individuals, on their interest in the company's ditch, etc. Subsequently he made a like loan of $5,000, with like interest, and one T. at the same time made a similar loan of $4,000. Later still, the corporation recognized these loans, and in consideration thereof, and a further loan of $8,000 by Horn, executed to Horn note of $21,900, and to T. a note of $9,679, with mortgages upon the corporate property, the ditches, etc., the former notes and mortgages being canceled. Head, a creditor of the corporation, sues to set aside, as fraudulent, a decree foreclosing these last mortgages: held, that the recognition of these debts as those of the corporation, by the stockholders and corporate authorities, in the absence of any showing of fraud or suspici us circumstances, is prima facie sufficient to rebut an inference of fraud arising from the mere form of the original transaction, particular as the court finds that the arrangement was not made to hinder, delay, or defraud creditors, Horn and T. supposi all along that the corporation was bound to them; that the money loaned went immediately into the treasury of the corporation, and was used for its purposes; that no credit was given the stockholders borrowing the money on the books; that it was regarded as one of the debts of the corporation when there seemed to have been no motive for fraud; and the loan was effected by those holding the largest portion of stock. Head v. Horn, 18 Cal. 211. Incorporators Transferring Possession of Claims.-Where the owner of a mining claim, previously located by themselves and others, become incorporated, and place the corporation thus formed in possession of the claim as their successor in interest, with the evident intention that whatever rights the unincorporated individuals had should pass to the corporation: held, that the title to the claim passed to the corporation as effectually as it would if the transfer had been accompanied by a conveyance in writing. Table Mt. T. Co. v. Stranahan, 20 Cal. 198. Assumption of Debts of Organizers.-A mining association carrying on its business and contracting debts, becoming incorporate to continue the same operations, the corporation may be liable for the debts already incurred by the corporators, but not where the capital of the new organization is contributed only in part by the original mining association, the other part being added by new parties, unless there is an agreement by the corporate body to assume such debts. Baxton v. Bacon M. Co., 2 Nev. 257. Contract Made through the Stockholders.-A contract made by the stockholders of a mining corporation, as parties of the first part, with parties of the second part, by which the stockholders agree to assign their stock to trustees, to be by the trustees conveyed to the parties of the second part, upon payment by them of a certain sum of money to the parties of the first part, through the trustees, accompanied by a resolution of the board of directors of the corporation, authorizing their president to convey the mines to the parties of the second part, upon the payment of the money, is substantially as if the contract had been made with the corporation instead of the stockholders. Gordon v. Swan, 43 Cal. 564. Contract with Members.-A director or stockholder of a private (mining) corporation may trade with, borrow from, or loan money to the company of which he is a member, as other persons, the contract being without fraud or oppression. Harts v. Brown, 77 Ill. 226. § 673. Sales Presumed Lawful.-A corporation organized for the purpose of owning ditches for the conveyance and sale of water possesses the power of selling and conveying all its corporate property, provided the sale is made for corporate or lawful purposes, and strangers taking a conveyance have a right to assume, as against the corporation, that the sale was for a law'ful purpose. Miners' D. Co. v. Zellerbach, 37 Cal. 543. Authorizing Sale.-Conferring authority to sell and convey the property of a mining company is the exercise of corporate power. Gashwiler v. Willis, 33 Cal. 11. Legal Title, where Vested.—The legal title to the property of a mining corporation is vested in the corporation, and not in the stockholders as such. Wright v. Oroville M. Co., 40 Cal. 20. Statutes of Mortmain.-A corporation holding more land than allowed by the law of its organization can not have its ownership of the excess attacked by trespassers or adverse claimants; such holding is valid, except against the state. Whitman M. Co. v. Baker, 3 Nev. 386. Corporate Property Seized on Suit against Individuals.—Sale of the property of a mining corporation upon attachment against certain persons sued as persons composing such company is void, the corporation having been no party to the suit, although subsequent to the return of the attachment plaintiffs had attempted to make it a party by amendment, adding its name as a defendant. Collins v. Montgomery, 16 Cal. 398. Substitution of Parties in Interest.—When a suit has been commenced in the name of a supposed corporation, which is afterwards shown to have no legal existence, it is within the power of the court of chancery to allow the parties who took the stock of the organization, and who advanced the proceeds which paid for the subject-matter of the suit (a quarry), to be added as plaintiffs. Vermont M. & Q. Co. v. Windham Bank, 44 Vt. 489. § 674. Torts and Frauds-Liable for Torts.-A corporation carrying on the business of mining is liable for torts. Kielley v. Belcher S. M. Co., 3 Saw. 437. Timber-Trespass.-A mining corporation directing the cutting of timber on land not its own is liable in trespass the same as an individual. Yahoola River M. Co. v. Irby, 40 Ga. 479. Knowledge. The same rule where knowledge is material (as |