Page:Federal Reporter, 1st Series, Volume 5.djvu/753

 KENTON FDBNACE BAIIiROAD & MFG. CO. V. m'aLPIN. 741 �legal and equitable daims to be blended together in one suit." So that this is purely an action at law brougbt by this corporation against these defendants. �It is objeeted by the defendants in the case that this action cannot be maintained by the plaintiff, for the reason that no proof bas been offered to show that the plaintiff had any autbority to institute the suit. The action is brougbt by the corporation for its own benefit against these defendants j the action relates to the business of the corporation solely. The defendant has filed in the case a plea or an answer in the nature of the general issue. He thereby waived ail proof of the due organization of the company, and he also waived ail question as to the right of the plaintiff to maintain the action. He cannot now call upon the plaintiff to f urnish proof that it was authorized to bring the action. It was not necessary, in order to entitle the plaintiff to maintain this action, that the board of directors should bave entered upon their journal any resolution to that effect. A corporation has a right to sue, in ail cases which relate to its business, without any resolution by the board of directors authorizing or directing it to sue. It would be otherwise if the suit was brought in the name of the corporation solely for the use of somebody else. In that case it might be necessary, if such an action could be main- tained at ail, to show that there was autbority for permitting the third party to use the name of the corporation. That is not this case. In Field on Corporations, 387 : " At common law it is well settled that if, in a suit brought by a corpora- tion, the defendant plead to the merits, he admitted the capac- ity of the defendant to sue ; and that, if he merely made a general issue, it dispensed with the necessity of ail proof of corporate existence and their right to sue. This was, how- ever, held not to apply in case of a foreign corporation." �The plaintiff, therefore, under the state of pleadings as they exist, was not required to show that it had any autbor- ity to bring this action. �This brings me to the question as to the nature and char- acter of the transaction of April 14, 1874. This meeting was held on April 14, 1874, as shown by the record of this com- ����