fendant in his possession, or was not indebted to him, he shall recover judgment for his costs; but if it appear that such garnishee had in his possession effects of the defendant, or was indebted to him, the court shall ascertain the amount, and the same shall, if the plaintiff recovers judgment and brings a scire facias against the garnishee, be prima facie evidence of the facts so found; but the defendant shall then have a right again to disclose on oath, and the parties may introduce any other proper testimony regarding such facts. If the plaintiff, in such action by foreign attachment, withdraws his suit, or fails to recover judgment against the defendant, such garnishee shall be entitled to judgment for his costs.

§ 886. Service of garnishee process on corporation. When any corporation engaged in transacting business in any other town than that in which its secretary or clerk resides, shall be named as agent, trustee, or debtor, of the defendant, in any action commenced by process of foreign attachment, service may be made upon such corporation by some proper officer, by leaving a true and attested copy thereof, at least twelve days before the process is returnable, with, or at the usual place of abode of, its secretary or clerk, or any agent or clerk employed by said corporation to keep its accounts, or pay its employees in the town where it transacts business, and where any moneys, which may be owing to the defendant, are due and payable. When the plaintiff shall recover judgment in any action so brought and obtain execution for the same, a demand by the officer serving such execution on, or at the usual place of abode of, the secretary, agent, or clerk of said corporation with whom service was originally made, shall be a sufficient demand of said corporation.

§ 887. Service on disbursing agent or paymaster of garnishee. When any corporation having a disbursing agent or paymaster, with an office or place of

business in this state, shall be named as garnishee, service may be made on it by leaving with such agent or paymaster, or at his said office or place of business, or at his usual place of abode, a duly attested copy of the process in said action, at least twelve days before the return day thereof.

§ 888. Service on bank or trust company as garnishee. Whenever a bank, savings bank, or trust company, is named as garnishee, process shall be served by leaving a copy thereof at the garnishee's principal office during its regular hours of business, or by leaving such copy with its treasurer, cashier, or teller.

§ 895. Levy of execution as a discharge of garnishee. The taking of any effects or debt by judgment of law out of the hands of an agent, trustee, or debtor of the owner thereof, by process of foreign attachment, shall forever discharge such garnishee.

Attachment of stock in a corporation in a suit against a stockholder, and levy of execution thereon are provided for by Gen. St., Rev. of 1902, §§ 833, 915.

§ 833. Attachment of corporate rights or shares. Rights or shares in the stock of any corporation, together with the dividends and profits due and growing due thereon, may be attached, and taken on execution. Such attachment shall be made by leaving a true and attested copy of the process, and of the accompanying complaint or declaration, with the proper indorsement thereon, of the officer serving the same, as in other cases, with the defendant, or at his usual place of abode, if within this state, and with the secretary, clerk, or cashier of such corporation, or if such corporation has no secretary, clerk, or cashier, or if he is absent from this state, then at the principal place in this state where such corporation transacts its business or exercises its corporate powers; and such rights or shares, together with the dividends and

profits, shall be holden to respond to the judgment which may be recovered in said action, for sixty days only after its rendition; and when an officer with a writ of attachment shall apply to such secretary, clerk, or cashier, for the purpose of attaching such rights or shares, the secretary, clerk, or cashier, shall furnish him with a certificate, under his hand, in his official capacity, specifying the number of rights or shares which the defendant holds in the stock of such corporation, with the incumbrances thereon, if any, and the amount of dividends thereon due.

§ 915. Levy of execution on corporate stock. The levy of an execution on the rights or shares which any person owns in the stock of any corporation, together with the interest, dividends, and profits, due and growing due thereon, shall be by leaving a true and attested copy thereof with the secretary, clerk or cashier, with an attested certificate, by the officer making such levy, that he levies upon such rights or shares to satisfy such execution; and thereupon such officer shall, as in other cases, post and sell the same, together with such interest, dividends, and profits, or such part thereof as shall be sufficient to satisfy such execution; and shall give to the purchaser a written conveyance of such rights or shares; and shall also leave with such secretary, clerk, or cashier, a true and attested copy of the execution and of his return thereon; and the purchaser shall thereupon be entitled to all dividends and stock, and to the same privileges as a member of such corporation as such debtor was entitled to. When any proper officer shall, with a writ of execution, apply to such secretary, clerk, or cashier, for the purpose of so levying upon such rights or shares, the secretary, clerk, or cashier, shall furnish him with a certificate under his hand in his official capacity, stating the number of rights or shares the defendant holds in the stock of such corporation, with the incumbrances thereon, if any, and the amount of dividends thereon due; but when any bank incorpo

rated by this state, or any banking association located and transacting business in this state, has no cashier, or the cashier is absent therefrom, or any other corporation incorporated under the laws of this state has no secretary or clerk therein, then the rights or shares in the stock of any such corporation may be taken by execution by leaving the copy of the execution and the certificates, in this section prescribed, at the principal house or place in this state, where such corporation transacts its business or exercises its corporate powers.

Shares of stock in a Connecticut corporation which are owned by a nonresident are subject to attachment in the manner prescribed by § 833 as well as those owned by a resident. Barber vs. Morgan, 84 Conn. 618.

The effect of indorsement of Negotiable Paper by a corporation is covered by Gen. St., Rev. 1902, § 4192, as follows:

§ 4192. Indorsement of corporation or infant. The indorsement or assignment of the instrument by a corporation or by an infant passes the property therein, notwithstanding that from want of capacity the corporation or infant may incur no liability thereon.

Admission of Capacity to Contract. "In an action by a corporation, foreign or domestic, founded upon any contract, express or implied, the defendant shall not, under a general denial, be permitted to dispute, but shall be deemed to admit the capacity of the plaintiff to make such contract.' Connecticut Practice Book,

1908, P. 250, § 161.

Seal. An agent of a corporation in executing a deed must affix the corporate seal in order to make it the act and deed of the corporation, Savings Bank of New Haven vs. Davis & Center et al., 8 Conn. 191; but the appointment of the agent to make the deed need

not itself be by a power under seal, id., and it is not necessary that the vote be recorded with the deed in the town records. Beckwith vs. Windsor Mfg. Co., 14 Conn. 594. Gen. St., Rev. of 1902, § 4029, requiring a power of attorney to convey land to be executed in like manner as a deed does not apply to a power to an officer of the corporation given by a vote to transfer corporate land. Howe et als. vs. Keeler, 27 Conn. 538.

Gen. St., Rev. of 1902, § 711, provides as follows:

Seal and its equivalent. "All instruments in writing executed by any person or corporation not having an official or corporate seal, purporting and intended to be a specialty or under seal, and not otherwise sealed than by the addition of the word seal or the letters L. S., or, in the case of an official or corporate seal, by an impression of such seal upon the paper or other material employed, shall be deemed in all respects sealed instruments, and received in evidence as such."

As to powers of corporations organized under general laws, see § 59, infra, page 100.

Extent of Powers. A corporation has only such rights as are granted it by its charter, expressly or by necessary implication, or are given it by statute. A corporation chartered to carry on an insurance business has been held not empowered to loan money by discounting notes, such power not being necessary to carry into effect any power expressly granted. New York Firemen Insurance Co. vs. Ely & Parsons, 5 Conn. 560. Nor can a manufacturing corporation transfer all its property to another corporation created for that purpose and carry on business through the agency of the latter company, and a nonassenting stockholder may obtain equitable relief. Byrne vs. Schuyler Electric Mfg. Co. et al., 65 Conn. 336. But under certain circumstances a sale of the