tion in the court below, he waives the objection. Rumsey v. N. Y. & N. J. Tel. Co., 49 N. J. Law, 322.

Where a defendant corporation files a plea of general issue, it admits the corporate existence and the question is not in issue. Bennett v. Millville Improvement Co., 67 N. J. Law, 320.

A corporation may be sued at the same time in more than one jurisdiction. The doctrine of Douglas v. The Insurance Company 138 N. Y., 209, repudiated. National Fire Ins. Co. v. Chambers, 53 N. J. Eq., 468.

Suit by a stockholder in behalf of corporation.

Individual stockholders are not the proper parties to sue or defend on behalf of corporate interests without the consent of a legal majority of the stockholders. Silk Mfg. Co. v. Campbell, 27 N. J. Law, 539. But transferees of stock, on grounds of public policy, are entitled to sue the promoters, on behalf of the corporation, for a secret profit of the promoters. The principle that a corporation cannot complain of a transaction to which all of its stockholders assented is inapplicable unless the assent was that of the real party in interest. See Arnold v. Searing, 67 Atl. Rep., 831.

A stockholder may sue in equity in his own name to enforce a right of the corporation, without first requesting the directors to sue, when it is made to appear that if such request had been made it would have been refused, or, if granted, that the litigation following would necessarily be subject to the control of persons opposed to its success. Knoop v. Bohmrich, 49 N. J. Eq., 82; aff'd 50 Id., 485; Ackerman v. Halsey, 37 N. J. Eq., 356; aff'd 38 Id., 501. See Groel v. United Electric Co. of N. J., 70 N. J. Eq., 616; Stephany v. Marsden, 71 Atl. Rep., 598. Siegman v. Maloney, 65 N. J. Eq., 372. Columbia etc. Dredging Co. v. Washed Bar Dredging Co., 136 Fed. Rep., 710.

If it appears that the litigation would be subject to the control of hostile persons, this fact is sufficient to warrant suit by a stockholder. Barry v. Moeller, 68 N. J. Eq., 483.

The right of a stockholder to sue extends to cases where directors have voted themselves excessive salaries. Lillard v. Oil, Paint & Drug Co., 70 N. J. Eq., 197.

Stockholders may agree among themselves to aid the company in proper ways in litigation against third parties. Bigelow v. Old Dominion Copper Co., 71 Atl. Rep., 153.

A court of equity will interfere on behalf of a stockholder and grant an injunction if he can show that the corporation is using its power for purposes not within the scope of its powers. Gifford v. N. J. Ry. Co., 10 N. J. Eq., 171.

A stockholder may sue for a distribution of assets to the exclusion of stockholders who hold stock fraudulently issued to them with

out requesting the receiver to sue, because in such a case the stockholder is enforcing a personal right and not a right in favor of the corporation. Weber v. Nichols, 75 Atl. Rep., 997.

A bill by a stockholder of a foreign corporation will lie against the corporation and others, where it could have sued as complainant in its own name, is a necessary party to the suit, and is made defendant only because controlled by the officers and directors, whose dealings with its assets are questioned by the bill. Wilson v. Amer. Palace Car Co., 54 Atl. Rep., 415.

Suit barred by Laches.

A suit by a stockholder in behalf of the corporation to cancel stock fraudulently issued may be barred by laches if the facts were known by the stockholder at the time of the transaction. Stephany v. Marsden, 75 Atl. Rep., 899,

Stockholders are not guilty of laches unless there has been unreasonable delay in bringing suit after knowledge of the facts. In holding directors to an accounting for illegal profits, stockholders may recover for at least the six-year period of statutory limitation. Barry v. Moeller, 68 N. J. Eq., 483.

Parties.

In a suit by a stockholder the corporation is a necessary party defendant. Barry v. Moeller, 68 N. J., 483.

A stockholder of a bankrupt corporation, who sues to enjoin the reorganization of the company on the ground that the securities and stock to be issued for the property to be taken over by the new corporation exceed the value of the property, must bring in all the parties in order that the court may enter a decree binding all. Schuler v. Southern Iron & Steel Co., 75 Atl. Rep., 552.

Under a bill filed by a stockholder and creditor against directors for losses, a decree cannot be made for the sole benefit of the complainant. Landis v. Sea Isle Hotel Co., 53 N. J. Eq., 654.

As to liability for torts, see Section 70.

Implied contract.

A corporation may be sued on an implied contract. Worrell v. First Pres. Church, 23 N. J. Eq., 96, and cases cited. See also Mendham v. Losey, 2 N. J. Law, 327; Baptist Church v. Mulford, 8 N. J. Law, 182.

Mandamus.

The power to compel a corporation to perform its duty ordinarily lies in the Supreme Court through its writ of mandamus. Mayor, &c., v. Erie R. R. Co., 71 Atl. Rep., 620.

III. Common seal.

The general rule is that a corporation need use its seal only in cases where it would be essential for an individual to use a seal. The old common law idea that a corporation can only act under its corporate seal no longer prevails. Crawford v. Longstreet, 43 N. J. Law, 325; see also Bap. Church v. Mulford, 8 N. J. Law, 182; Mendham v. Losey, 2 N. J. Law, 327.

It is not necessary to use wax or wafer. An impression of the seal on the paper is sufficient. P. L. 1875, p. 56; P. L. 1898, p. 677, § 20. See Corrigan v. Trenton Del. Falls Co., 5 N. J. Eq., 52.

Although the appearance of the seal is evidence of the assent of the corporation, it is not conclusive. It may be shown that the seal was affixed without authority. Leggett v. The N. J. Mfg. & Banking Co., 1 N. J. Eq., 541; Manhattan Mfg. Co. v. N. J. Stock Yard Co., 23 N. J. Eq., 161; Parker v. Washoe Mfg. Co., 49 N. J. Law, 465; Whitehead v. Hamilton Rubber Co., 52 N. J. Eq., 78.

But the corporate seal requires evidence to substantiate its character. Den v. Vreelandt, 7 N. J. Law, 352; Vaughn v. Hankinson's Admr., 35 N. J. Law, 79.

The forgery of a corporate seal is a crime under section 197 of the Crimes act. (P. L. 1898, p. 848.) United States v. Andem, 158 Fed. Rep., 996.

No presumption of authority arises from the use of a common paper seal not on its face appearing to be the corporate seal, although accompanied by the recitation "witness the corporate seal." Raub v. Blairstown Creamery Ass'n, 56 N. J. Law, 262. There are two essential elements in the proof of a corporate deed that the seal is the seal of the company; that it was affixed by authority. Osborne v. Tunis, 25 N. J. Law, 633. The corporate seal affixed to an assignment by the president of a corporation is sometimes considered prima facie evidence of corporate authority. Kirkpatrick v. Eastern Milling & Export Co., 135 Fed. Rep., 144. But see, contra, Morawetz on Private Corporations, §§ 340, 617.

IV. Power to hold real estate.

This section is a practical re-enactment of a similar provision of the statute of 1846.

The practical point under this section of the statute is that it rests with the state, and with the state alone, to question the power of a corporation to hold real estate. State v. Mansfield, 23 N. J. Law, 510. See also Am. Dock & Imp. Co. v. Trustee, &c., 39

N. J. Eq., 409; Northeastern Telephone & Telegraph Co. v. Hepburn, 72 N. J. Eq., 7. Except, perhaps, the case of a devise to a corporation of lands in excess of the amount expressly limited in the charter, where the court allowed the question to be raised by an

heir-at-law by a suit in chancery. DeCamp v. Dobbins, 29 N. J. Eq., 36; aff'd 31 Id., 671.

Under the Act of 1875, a corporation was not authorized to hold real property "exceeding the amount limited in its charter, but all such limitations, expressed or implied, were removed in the Revision of 1896.

The English statutes of mortmain have never been in force in this state. State v. Mansfield, 23 N. J. Law, 510; State v. Newark, 25 N. J. Law, 315.

A corporation may hold title to lands in fee simple, even though the period of the corporation's existence is limited. State v. Brown, 27 N. J. Law, 13; State v. Haight, 35 N. J. Law, 178; aff'd 36 Id., 471. See also Barnert v. Johnson, 15 N. J. Eq., 481.

As to power to grant easements, see Benton v. City of Elizabeth, 61 N. J. Law, 411; aff'd Id., 693.

See Freeman v. Sea View Hotel Co., 57 N. J. Eq., 68.

Mortgages on real estate.

There is no prescribed statutory procedure for the creation of mortgages by corporations organized under this Act. No consent of stockholders is required as in New York. While the power to create mortgages is undoubtedly vested in the directors (Section 12), it is the usual practice, in the absence of express authority to the directors in the certificate of incorporation, to obtain the sanction of the stockholders at a duly convened meeting.

When, for the safety and advancement of a company, a mortgage has been executed in good faith, the receivers may not question its validity. Leggett v. The N. J. Mfg. & Banking Co., 1 N. J. Eq., 541.

The extent of a mortgage on all the property, real or personal, now owned or hereafter acquired, must be ascertained from an examination of the various clauses in the mortgage concerning afteracquired properties. Guaranty Trust Co. v. Atlantic Coast Electric Ry. Co., 132 Fed. Rep., 68.

Although a mortgage may not have been duly authorized by a resolution of the board of directors, the fact that it appears on its face to have been executed in accordance with legal requirements is sufficient to estop the company from claiming its invalidity, at least to the extent of money actually advanced by the mortgagee. Miller v. Gourley, 65 N. J. Eq., 237.

A mortgage on all real and personal property that may thereafter be acquired extends to such property whether the title acquired be legal or equitable. Tilford v. Atlantic Match Co., 134 Fed. Rep., 924; Central Trust Co. v. Kneeland, 138 U. S.. 419.

As to the effect of such a mortgage on property held under a

conditional sale, see Tilford v. Atlantic Match Co., 134 Fed. Rep., 924.

An assignee of a mortgage takes it subject to all the defences to the bond secured thereby. Voorhees v. Nixon, 72 N. J. Eq., 791; aff'd 69 Atl. Rep., 643.

The power of a corporation to issue bonds secured by mortgage does not prohibit the corporation from issuing a mortgage in the common form to secure a debt. Brown v. Citizens' Ice & Cold Storage Co., 72 N. J. Eq., 437.

When a mortgage is duly executed and recorded before judgment obtained by a creditor, and the corporation had the full benefit of the bonds, the fact that the directors held the meeting at which the mortgage was authorized in another state does not render the mortgage void. Schultze v. Van Doren, 64 N. J. Eq., 465; aff'd 65 Id., 764.

As to the right of one who has received a mortgage of the corporation in part payment for his stock, which is all the stock of the corporation, excepting two shares, to question the mortgage, see Hess v. Reich, 78 N. J. Law, 645.

The president, though the active manager of corporate affairs, may not mortgage the property without the concurrence of the directors. Bennett v. Keen, 59 N. J. Eq., 634.

Subsequent ratification by the directors in contemplation of insolvency does not give the mortgage validity. Id.

A resolution by the board of directors is not necessary to the execution of a valid mortgage when the stockholders, at a meeting called by the board, authorized the mortgage. Reed v. Helois Carbide Co., 64 N. J. Eq., 231.

Chattel mortgage.

A chattel mortgage may be made a lien on the outstanding book accounts due to a mortgagor and upon such book accounts as thereafter may become due in the regular course of business. Buvinger v. Evening Union Printing Co., 72 N. J. Eq., 321. See also Nugent v. McNeil Shoe Co., 62 N. J. Eq., 583.

As to the lien of a chattel mortgage, see Fidelity Trust Co. v. Staten Island Clay Co., 70 N. J. Eq., 550.

As to the power of the vice-president of a corporation mortgagee to execute the statutory affidavit to be annexed to a mortgage covering personal property, see American Soda Fountain Co. v. Stolzenbach, 75 N. J. Law, 721; 16 L. R. A. (N. S.), 703, and cases cited.

As to the effect of an unrecorded chattel mortgage and the operation of such a mortgage covering all property in possession and to be acquired, when a corporation buys the mortgaged property