and hold property, as far as it may be necessary to carry out the purposes for which it was organized. The right to acquire and convey property and the power to contract, are privileges which are incidental to every such corporation, and unless there is some statute to the contrary, property may be conveyed to a corporation by the same modes of conveyance, as those used in transfers to private individuals. It is not necessary that a corporation should have special authority in its charter to enable it to convey its property, and it can generally make any disposition of its effects, whether real or personal, in the usual course of its business, as would be necessary to further the objects for which it was created. But a corporation must generally exercise its corporate powers after the manner in which

contention that plaintiff could not sue because its charter had expired." Coal Creek M. & M. Co. v. Tenn. C. I. &. R. Co. (Tenn. 1901), 62 S. W. Rep. 162.

1 Whitman M. Co. v. Baker, 3 Nev. 386; Wright v. Oroville M. Co., 40 Cal. 20.

2 Wood Hydraulic H. M. Co. v. King, 45 Ga. 34; Moss v. Averil, 10 N. Y. 449. Corporation may purchase steamboat to ship coal by. Calloway M. & M. Co. v. Clark, 32 Mo. 305. And may run supply store.

Searright v. Payne, 2 Tenn. Ch. 175.

3 Boone Cor., § 7; Miners' D. Co. v. Zellerbach, 37 Cal. 543.

4 Boone Cor., Sec. 7; Wood Hy. H. M. Co. v. King, 45 Ga. 34. The president and secretary of a corporation cannot authorize an agent to sell the property of the company without a resolution from the board of directors. Johnson v. Sage, 44 Pac. Rep. 641.

5 Horts v. Brown, 77 Ill. 226; Wood Hydraulic H. M. Co. v. King, 45 Ga. 34. A mining and smelting corporation has power to purchase smelting works with such appurtenances as are necessary to carry on the business and to assume and carry out contracts for the sale and transportation of their ore. Moss v. Averill, 10 N. Y. 449. As to estoppel of the corporation to deny validity of sale, see Miners' D. Co. v. Zellerbach, 37 Cal. 544. Sale to director held void in Hoffman S. C. Co. v. Cumberland C. & I. Co., 16 Md. 456. Neither the directors nor the stockholders of a mining corporation can dispose of all its property, while it is prosperous, against the will of any one of the shareholders. Forrester v. Boston &c. Mining Co., 21 Mont. 544, 55 Pac. Rep. 229.

they are conferred by its charter, and while a corporation has the implied power to use such means as are necessary to carry out the authority expressly conferred by its charter, a mining corporation would not have the right to purchase property or make loans for purposes that were not necessary to further its mining operations, or the legitimate business for which it was created; 1 and although the State alone would have the right to object to such conveyance to a mining corporation, still, if the conveyance was not germane to the objects for which it was created, and if the corporation could not hold the property in its own name, it could not hold it in the name of a private individual, nor could it take a beneficial interest in the property.2

1 Cherokee Iron Co. v. Jones, 52 Ga. 276. Where the purchase of a flour mill was held ultra vires. Copper Miners of E. v. Fox, 16 Q. B. 227. Nor can a corporation take stock in another mining company in exchange for land. Watts' App., 78 Pa. St. 370.

2 Coleman v. L. R. T. R. Co., 49 Cal. 517; Whitman M. Co. v. Baker, 3 Nev. 386. “Conceding it to be unlawful for a corporation to make a sale of all its property to another corporation, and receive in payment thereof the stock of the grantee to be distributed among its own stockholders, yet if such sale is made, and the contract fully executed, the corporation itself cannot recover back the property sold, or set aside the contract on account of its illegality." Miners' D. Co. v. Zellerbach, 37 Cal. 544; M. M. D. 47. "A State may require the consent of the stockholders of a foreign mining corporation as a necessary prerequisite to the sale or incumbrance of the mining ground owned by it within the State, as such a requirement is not a regulation of the internal affairs of the corporation, but has reference to the conduct by it of its business." Williams v. Gaylord, 180 U. S. 710. "Rhodes constructed a private railroad to his own mines through an alley on the line of an incorporated railroad company with their consent; he was enjoined from using it and ordered to remove the rails, etc. He procured the incorporation of himself and six others, as a railroad, coal and oil company, with a capital of $100,000; they were authorized to buy any railroad partly or wholly completed, and damages were to be ascertained, etc, according to the general railroad law. The company was organized before any stock was taken, and Rhodes sold to them his railroads,

§ 310. Same - Sale or purchase by agents. — A conveyance of corporate property can only be made by agents of the corporation and the agency may be created and proved by parol evidence merely. Where an agency is created a fiduciary relation also arises, requiring not only good faith by the agent but full disclosures and any concealment of known mineral deposits by the agent from the owner, or other fraudulent acts, will justify the setting aside of a sale or purchase of mineral property.2 In the case of a purchase, through agents, the company is entitled to the best bargain the agent can drive, and the latter can make no secret profit; in the sale of the company's property it is likewise entitled to the full purchase price realized, and the agent can be held to account for all profit paid by the purchaser without the consent of the seller. But in such cases only the corporation can complain of the fraud practiced on it, and even the company itself may be estopped by its conduct, or barred by its

mines, etc., for $100,000, payable in the stock of the company, which had no other assets than the property sold by Rhodes. The company relaid the road and operated it with locomotives, etc.: Held, that Rhodes was the owner after the organization and his sale to them, as he had been before. 2. The road sold by Rhodes, having been built without authority of law, and being a nuisance, the act of incorporation did not authorize the company to purchase such road." McCandless' Appeal, 70 Pa. St. 210; M. M. D. 57.

1 Hardenberg v. Bacon, 33 Cal. 356. A verbal power will authorize a bill of sale of claim. Patterson v. Keystone Min. Co., 30 Cal. 360. 2 Norris v. Taylor, 49 Ill. 18.

3 Beck v. Kantorowicky, 3 Kay. 230; Page v. Carpenter, 43 N. H. 363. 4 Henry v. Everts, 29 Cal. 610; Bates v. Sierra Nevada Co., 18 Cal. 171; Cumberland Co. v. Sherman, 30 Barb. 553. An increased price must be accounted for even after knowledge of principal of the price realized. Bell v. Bell, 3 W. Va. 183.

5 McAleer v. McMurray, 58 Pa. St. 126.

6 Negley v. Lindsay, 67 Pa. St., 217; Atlas Min. Co. v. Johnson, 13 Mich., 27.

laches, or prevented because of its ratification," from complaining of the acts it could otherwise claim the benefit

of.

3

§ 311. Corporate contracts. The power to make such contracts as may be necessary to carry out the purposes for which it was formed is incidental to the existence of every mining corporation. It can make any contract within its powers, either in the State of its residence, or in a foreign government, if the same is not against the laws of the State where it is made, and as all corporations are presumed to contract within the powers of their charters, it lies upon the party alleging the invalidity of such a contract to show that it is void. The contract can be made in any form, unless the mode of contracting is prescribed, and the corporation could be held on an implied contract; but where the mode of contracting is prescribed, the same must be followed by the corporation, and any other contract would be invalid.

8

1 Campbell v. Fleming, 1 Ad. & El. 40; Gifford v.

589.

When the con

Corville, 29 Cal.

2 Negley v. Lindsay, 67 Pa. St. 217; Henry v. Everts, 29 Cal. 610 But a second contract, if made under the influence of the agent who perpetrated the first fraud, is not a condonation or ratification. Davis v. Henry, 4 W. Va. 571.

3 Brooklyn Gravel Co. v. Slaughter, 33 Ind. 185; Galena v. Corwith, 48 Ill. 423; Boone, § 43.

4 Union Water Co. v. Murphy's Flat Fluming Co., 22 Cal. 620; Boone Cor., § 43 and cases cited.

5 Tombigbee Ry. Co. v. Kneeland, 4 How. 16; Weymouth v. Wash. &c. Ry. Co., 1 McArthur, 19.

6 Ozford Iron Co. v. Spreadley, 46 Ala. 98; Downing v. Mt. Wash. Co., 40 N. H. 230.

7 Gowan Marble Co. v. Tarrant, 73 Ill. 608.

Lowe v. London &c. Co., 14 Eng. L. & Eq. 18.

Boone on Cor., § 44; Zottman v. San Francisco, 20 Cal. 390;

Pimenton v. Same, 21 Id. 351.

tract has once been made, if entered into in the legitimate course of the corporation's business, the corporation would be bound thereby, unless the same is opposed to the organic law of the land; and even if the contract was made by an agent without authority from the corporation to make it, the corporation may still be rendered liable on the contract if the same is subsequently ratified by the company; 2 but the subsequent ratification, in order to charge a corporation on such a contract must have been complete, and it must be shown, in order to bind the corporation by a subsequent ratification, that the acts relied on as constituting a ratification, were performed with a full knowledge of all material facts."

§ 312. Corporate deeds. When a corporation is empowered by its charter to buy and sell real estate, it has full authority to execute a deed conveying such real estate as the corporation may have acquired; but the deed to be valid must be executed in the name of the corporation and under the corporate seal. Where the mode of conveyance is prescribed by the charter, that mode alone must be

1 Boone on Cor, § 76; Stross v. Eagle Ins. Co., 5 Ohio St. 59; Hurd v. Green, 17 Hun, 327.

2 Phosphate of Lime Co. v. Green, Law. R., 7 Comp. 43; Alexander v. Swift, 31 Cal. 26; Perry v. Simpson &c. Co., 37 Conn. 520; Ormbsy v. Copper Min. Co., 56 N. Y. 623; Shover v. B. R. Min. Co., 10 Cal. 396.

8 Whitwell v. Wormer, 20 Vt. 425; Boone on Cor., § 76 and cases cited. 4 Penna. Nav. Co. v. Danbridge, 8 Gill. & J. 248; Cumberland Coal &c. Co. v. Sherman, 20 Md. 117; State Bank v. U. S. Pottery Co., 34 Vt. 144; Blen v. Bear River &c. Min. Co., 20 Cal. 602; Kent v. Quicksilver Min. Co., 12 Hun, 53; Hoyt v. Same, 17 Id. 169. For case where course of business was held to bind corporation, by unauthorized contract of agent, see Salem Iron Co. v. Lake Sup. Co., 112 Fed. Rep. 239.

But a deed made either by the president (Crump v. M. S. M. Co., 7 Gratt. 352) or the directors, without authority, is void. Gashwiler v. Willis, 33 Cal. 11.

6 But see S. I. Co. v. Waddell, L. R. 3 C. P. 463.