Cooper v. Curtis , 30 Me. 488 ( 1849 )

Tenney, J.

By the Revised Statutes, c. 1, § 1, “every statute shall take effect in thirty days after the recess of the Legislature passing it, unless the provision of any statute shall otherwise prescribe.” The Legislature of 1842, did not have a recess before March 18, of that year. . The act accepting the surrender of the charter of the St. Croix Bank, not having any such provision, did not take effect earlier than the 17th day of the month of April following. By the second section of that act, the bank was to continue in its corporate capacity for and during the term of three years from the time the act was to take effect, for the sole purpose of collecting the debts due the corporation, selling and conveying the property and estate thereof, and for choosing directors for the purposes aforesaid ; and was to remain liable for all debts due from the same, and to be capable of prosecuting and defending suits at law.

For the purposes specified in the section referred to, the bank had as perfect existence for three years, after the surrender of its charter, as it had before. The mode of transacting the business authorized by the act was in no respect altered or qualified, in any provision in that statute; and it cannot be understood, that any restriction was intended beyond that expressed. To carry out the objects contemplated, by the continuance of the corporate capacity of the bank, it was expressly provided, that it should choose directors. It was proper, that they should appoint a cashier under the general banking law, which was in force for that purpose, as well as for all others, not prohibited by the act accepting the surrender of the charter.

It is part of the ordinary business of banking corporations, to negotiate bills of exchange and promissory notes. Under the authority to sell and convey the property of the bank, it could transfer negotiable paper in the mode usually practiced. The indorsement made by the cashier, acting in his official capacity for the bank, is sufficient evidence, that he acted by its authority. Folger v. Chase, 18 Pick. 63; Burnham v. Webster, 19 Maine, 232; Farrar v. Gilman & al. Ib. 440. A trustee, created by a bank, may maintain a suit on a note negotiated while the corporate capacity existed, though the action may not be commenced till afterwards. Stevens v. Hill, 29 Maine, 133.

Whether the directors were chosen strictly according to the provisions of the statute, or whether they complied in all respects with the law defining and regulating their duties in the appointment of the cashier, are questions, which we are not legally called upon to answer. If they were chosen and recognized by the proprietors of the bank, as the only board of directors, and they appointed the cashier, who acted under 4hat appointment by their direction, it is not competent for debtors of the bank to avoid their contracts, upon this ground. Little v. O’Brien, 9 Mass. 423.

Tho defendants do not deny their original indebtedness to the, bank, upon good consideration ; and do not pretend, that they have been discharged of their obligations by payment or otherwise; but defend solely upon the objection to the capacity of the plaintiff to sustain the action. The transfer was made, when the power existed under the statute to make it, and in the prosecution of an object provided for in the act, by the express direction of the directors, and under the hand of the constituted organ for such a purpose. The plaintiff has the legal possession of the notes, and can give the defendants an effectual discharge upon the receipt of payment; this is all which they can ask for their protection.

Defendants defaulted.