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THE CAPE SABLE COMPANY'S CASE. 613
to a suit against a corporation can only be communicated, by the
corporate seal, is a proposition not to be controverted. The
authority under which the appearance is entered need not be made
a part of the record to sustain the judgment In favour of the
judgment, the court will presume the authority to appear was com-
plete. These principles are recognized by the Court of Appeals
in the case of McMechen v. The Mayor, &c. of Baltimore, (e)
But the court cannot presume against the fact; and, if the autho-
rity given did not justify the appearance and judgment, the judg-
ment cannot be sustained. If the process of the court of law to
enforce the payment of such a judgment, cannot be restrained by
this tribunal, the party is remediless. For, if the property taken
in virtue of an execution founded on such a judgment is sold;
except it was purchased by the plaintiff in the cause, the right of
the defendant to the property is gone by the sale, notwithstanding
the judgment should be reversed.
There are two objections to the judgment under consideration,
each of which appear fatal. First, the authority under which the
appearance was entered does appear, and the corporate seal is not
annexed. Second, Richard Caton describes himself, not as the
president of The Cape Sable Company, the corporate name, but
as 'Presd't of the A. and Copp's Co. of Cape Sable, ' a name, not
only in words, but in substance, essentially different. By the act
of incorporation, the company, with the consent of three-fourths
of the stockholders holding three-fourths of the shares, may en-
gage in other manufactures besides alum and copperas.
To recur again to the merits of the case. The money, the
answers allege, was loaned in consequence of Caton's pledging, or
agreeing to pledge the funds. The answers state he was duly
authorized. But how he was authorized; in what manner the
authority was given, is not communicated.
But, it has been contended in the argument on behalf of the
defendants, that as it is stated by the answer, that Caton was autho-
rized, that, that is sufficient. If, as it was said, it was necessary
for three-fourths of the stockholders holding three-fourths of the
shares to communicate the authority, then, as he could not have
been authorized without such consent, their consent was given;
therefore, the answer, in effect, declares such consent was obtained.
If the authority could be given, with the consent of less than
(e) 2 H. & G. 41.
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