By Court, WHITMAN, C. J. The plaintiff seeks to recover of the defendant the one half of a certain sum, expended in repairs upon a vessel, jointly owned by them. It does not appear that the defendant had appointed the plaintiff ship's husband, or had ever requested him to make the repairs, or that any were desired or necessary to be made. Yet they were made at a home port, within some six or eight miles of the defendant's residence; and it does not satisfactorily appear, that he has ever assented to the propriety of their being made. It is contended, however, by the plaintiff, that the defendant, whether he had knowledge or not that repairs were making, or gave his consent that they should be made or not, is nevertheless, liable for his proportion of the cost. This is a position which it will be difficult to sustain. That, as a general rule, one part owner of a chattel can bestow repairs upon it, and charge the one half, or any other proportion of the amount, to his co-tenant without obtaining his assent to the making of them, would hardly comport with the principles of justice. But it would seem, that the plaintiff relies upon a distinction, supposed to exist between a ship and other chattels, in reference to the matter of repairs. And there are cases, where one cotenant of a ship has been recognized by the others as ship's husband, or managing owner, in which he may cause repairs to be made, without consulting them, and charge the expense to each according to his proportion of interest therein. And so also, if repairs become necessary in a foreign port, and are made to enable a ship to perform a voyage, upon which he had been despatched by all concerned, a contribution might be called for by the one who had advanced his money for the purpose. And it has been held that, as mechanics have a lien upon a ship, in certain cases, when repaired by them they may, in such cases, though set to work by but one of the owners, maintain an action against them all for their pay. But that one of the joint owners of a ship, in a home port, can be allowed to incur an expenditure for repairs, without the knowledge and consent of the others, and then sue them for their proportion has never been allowed. Mr. Abbott, in his Treatise on Shipping, page 84, after noticing, that some foreign writers have laid it down as a rule, if a ship is in need of repairs, and one part owner is willing to repair, and the other not, the one who is willing, may repair her at their joint expense, remarks that he does not find this rule adopted in practice in any country, and that such a rule in the case of the poverty of him who might be unwilling, would be extremely cruel. 619 But it is insisted, that the defendant had knowledge of the expenditure, and promised to pay his proportion of it; and, by the agreement of the parties, we are to determine whether such was the fact or not. Upon an examination of the evidence we are The unable to come to the conclusion that such was the fact. witness relied upon to prove it, was Simon McDonald. Taking go into him to be a credible witness-and we are not disposed to an inquiry whether he is so or not-his testimony is vague and unsatisfactory. It does not show that the defendant, prior to the time he speaks of, had knowledge of the expenditure; and of course, when he replied as the witness says he did, it can not be inferred conclusively that he had any reference to a bill for repairs. The defendant may well be supposed to have known of the previous connection of the plaintiff with the vessel; and may be believed to have understood the plaintiff to refer to the old unsettled accounts concerning it. At any rate we can not conclude, that the defendant had reference to the present claim, with any well-grounded assurance. Plaintiff nonsuit. HOME PORT IS ANY PORT IN WHICH THE OWNER happens to be with his vessel; but in England, a home port is any port within the jurisdiction of the common law courts of that island, if the owner resides in that country: Case v. Woolley, 32 Am. Dec. 54. THE PRINCIPAL CASE IS CITED AND AFFIRMED in Hardy v. Sproule, 31 Me. 72. MILLER ET AL. v. EWER. [27 MAINE, 509.] IN WRIT OF ENTRY DEMANDANTS MUST RECOVER UPON THE STRENGTH of their own title, and not because the tenant does not exhibit any legal title. ALL VOTES AND PROCEEDINGS OF PERSONS PROFESSING TO ACT IN CAPAC- WHERE CORPORATORS PROCEED BY AN INFORMAL OR IRREGULAR EXERCISE so elected, until removed, are regarded as officers de facto, and their acts are obligatory upon the corporation. WHERE CORPORATORS HAVE NO POWER AT ALL TO PROCEED TO AN ELZC TION, any officers attempted to be elected must be considered to be such without any election, and their acts can not be binding upon the corporation, unless the corporation has held them out to the public as being the duly appointed officers, and they have been dealt with as such, La ignorance of their want of authority. THE opinion states the case. Moody, for the plaintiffs. Robinson and Hinkley, for the defendants. By Court, SHEPLEY, J. This is a writ of entry brought to re cover a tract of land in the town of Bluehill, upon which ↓ granite store has been erected. The demandants derive their title from the Bluehill Granite Company, and introduce a con veyance by deed of mortgage, of a tract of land, including the premises demanded, purporting to be executed by that company on April 6, 1837, by its president, John S. Labaugh, and its secretary, David E. Wheeler, to Matthew C. St. John, in trust for the benefit of certain persons therein named. And conveyances from the trustee and the cestuis que trust, assigning that mortgage to William I. Tenney. Also copies of a judgment recovered by William I. Tenney, against that company, and of an execution issued thereon, and of the return of an officer upon it, showing a seizure and sale of the company's right to redeem that mortgage to William I. Tenney; and a deed of the same from the officer to him on June 2, 1840. And a deed from William I. Tenney to the demandants, made on June 29, 1843. To prove that the president and secretary of that company were authorized to make and execute the mortgage to Matthew C. St. John, the records of the company were introduced; and the charter granted by an act of this state, approved February 29, 1836. The records of the board of directors were also introduced. It appears from those records, that a meeting of the corporators was called for the organization of the corporation, under its charter in the city of New York, and that the charter was there accepted, and the officers of the corporation, president, secretary, and directors were chosen. And at a meeting of those directors, held in that city on April 6, 1837, the president and secretary thus chosen, were authorized by vote to make and execute the conveyance in mortgage, to Matthew C. St. John. There is no proof, that any meeting for the organization of the company, or for the choice of its officers, has ever been holden in this state. There is proof that the company, by a person acting as its agent, transacted business in this state, during the years 1836, 1837, and 1838. It is contended, that the existence of the corporation is sufficiently proved by the introduction of its charter, and by the testimony, showing the transaction of business under it. If this be admitted, the demandants must proceed further, and show that the persons who executed the conveyance in mortgage, were legally authorized to do it. If directors of the corporation, legally chosen, might transact business as such by vote of the board, at a meeting held in another state, and might authorize persons to execute a conveyance of real estate, yet it would be necessary, to show that such persons were legally chosen directors, before any conveyance made by their direction, could be considered as legally made. The demandants must recover upon the strength of their own title, not because the tenant does not exhibit a legal title; and their right to recover will depend upon a decision of the question, whether the corporation has authorized any board of directors or other persons to make that conveyance of its estate. There are a variety of corporations. It will only be necessary on this occasion, to speak of one class of them, corporations aggregate, composed of natural persons. It is often stated in the books, that such a corporation is created by its charter. This is not precisely correct. The charter only confers the power of life, or the right to come into existence, and provides the instruments by which it may become an artificial being, or acting entity. Such a corporation has been well defined to be an artificial being, invisible, intangible, and existing only in contemplation of law. The instruments provided to bring the artificial being into life and active operation, are the persons named in the charter, and those who by virtue of its provisions, may become associated with them. Those persons or corporators, as natural persons, have no such power. The charter confers upon them a new faculty for this purpose; a faculty which they can have only by virtue of the law, which confers it. That law is inoperative beyond the bounds of the legislative power, by which it is enacted. As the corporate faculty can not accompany the natural persons beyond the bounds of the sovereignty, which confers it; and they can not possess or exercise it there; can have no more power there to make the artificial being act, than other persons not named or associated as corporators. Any attempt to exercise such a faculty there, is merely an usur pation of authority by persons destitute of it, and acting without any legal capacity to act in that manner. It follows that all votes and proceedings of persons professing to act in the capacity of corporators, when assembled without the bounds of the sovereignty granting the charter, are wholly void. This is a familiar principle, when applied in analogous cases to persons, upon whom the law has conferred some power or faculty, which, as natural persons, they do not possess. The power conferred by law upon executors and administrators, can not accompany their persons beyond the bounds of the sovereignty which has conferred it. Story has collected numerous cases, in note under section 512, in his treatise upon the conflict of laws, proving the doctrine to be established both in England and in this country. The same doctrine prevails respecting the powers of guardians: Williams v. Storrs, 6 Johns. Ch. 357 [10 Am. Dec. 340]. The same doctrine generally prevails in this country, while it does not in England, respecting the powers of assignees under bankrupt and insolvent laws. The doctrine is stated and discussed and the cases are collected by Story in his treatise on the conflict of laws, c. 9, sec. 405–417. If the artificial being, called the Bluehill Granite Company, may be considered as having existence and active life in this state, by proof of its acts within her limits, it will be still true that it can not have existence without her limits, and of course can not make choice of any officers or agents there. It may maintain a suit without those limits, but that does not imply its existence or presence there. It may also contract without those limits. Being within them, it may, acting per se, by vote transmitted elsewhere, propose a contract or accept one previously offered. And it may, by an agent or agents duly constituted, act and contract beyond those limits. But it can neither exist, nor act per se without them, except by the assistance of its officers or agents duly elected or appointed within them. The constitution and powers of such corporations were perhaps more thoroughly discussed and fully considered than ever before by any judicial tribunal, in the case of The Bank of Augusta v. Earle, 13 Pet. 519. Chief Justice Taney, delivering the opinion of the court, says: "It is very true that a corporation can have no legal existence out of the boundaries of the sovereignty by which it is created. It exists only in contemplation of law; and where that law ceases to operate and is no longer obligatory, the corporation can have no existence. It must dwell in the place of its creation, and can not migrate to another sovereignty." The |