§ 269. Signature to memorandum.-The signing may be by the party sought to be charged, or by his authorized agent. A mark of an illiterate man is a sufficient signing, or the initials of a name. The place of the signature is unimportant. If the memorandum was written by the party or his agent, and his name appears in the body of it, it is sufficient.

§ 270. Sale of goods, wares and merchandise.— Oral contracts for the sale of goods worth fifty dollars and over can not be enforced, unless, (1) the buyer receives part of the goods, (2) the buyer gives something in earnest to bind the bargain. This section does not apply to contracts for labor, nor where one goes to a mechanic and orders the manufacture of an article. On this point there is a conflict in the decisions. It is held by some courts that if the buyer gives an order for the manufacture of an article which is usually kept in stock it is within the statute, but that if he orders something of a particular pattern to be made to suit his own fancy the statute does not apply, and this appears to be the weight of authority. Sales at auction are within the statute, and it is the duty of the auctioneer when he announces a sale to make a memorandum of it or to deliver the goods. In order to make a delivery of a part of the goods effective, the delivery must be complete and be accepted by the buyer; so where it is desired to bind the bargain by a delivery of something in earnest, the payment must be made if in money, or the article actually delivered if it is something else than money, and this may be done at any time before suit, unless the

statute requires it to be done at the time the bargain. is made.

As to the form of the memorandum necessary to bind a bargain for sale of goods, what has already been said of the requisites of the memorandum to bind agreements for the sale of lands will apply.

CHAPTER XXII.

CORPORATIONS.

§ 271. Definition.-A corporation is a body consisting of one or more persons, established by or under the authority of the law, for certain specific purposes, with the capacity of succession (either perpetual or for a limited period) and other special privileges not possessed by individuals, yet acting in many respects as an individual. Corporations are

either sole, consisting of one member at a time, or aggregate, consisting of more than one member. A public corporation is created for the purpose of carrying on some public business, such as towns, cities, counties. A private corporation is formed by the voluntary act of individuals for their own convenience or profit, such as banking companies, turnpike and railway companies. These are in a sense public, for they render service to the public, but they are distinguished from public corporations by the fact that the latter are founded by the government for public purposes alone. There is another class designated as quasi corporations, which have some of the attributes of ordinary corporations, as boards of school commissioners, boards of county commissioners, boards for the equalization and assessment of taxes, boards of supervision of poorhouses, etc. Joint stock companies, formed for the

purpose of carrying on commercial or manufacturing enterprises, which have all the features of a partnership, except that there is a substitution of a stockholder's liability for the ordinary liability of partners, are quasi corporations.

§ 272. Powers of corporations.-The powers of a corporation are restricted to the limits prescribed by the law under or by which it is created. (1) A corporation should have a name by which to make contracts, to take, hold and dispose of property, and by which to sue and be sued. (2) It should have a corporate seal. (3) It should have a fixed place of business for the general management of its affairs. (4) It may make its own by-laws, and appoint and remove its agents and officers.

§ 273. Organization of corporations.-The power to create corporations is vested in the legislature by the constitution. The practice and power of creating corporations by special legislative enactments has fallen into disuse, or been abolished in most of the states. General laws are passed, under which corporations are organized by the voluntary agreement of individuals. The manner in which corporations are organized is determined by the statutes of each state. Ordinarily articles of incorporation signed and acknowledged by the requisite number of persons are filed in some public office. These articles give the name of the corporation, state the object of its formation, designate the place where it proposes to carry on its business, fix the amount of capital stock and the denomination of the shares of stock, the names and residences of the stockholders, and the names of the directors who are to manage the af

When

fairs of the corporation for the first year. these articles, so prepared, signed and acknowledged, are lodged in the proper office, the corporation begins its existence. If any of its members assume to contract or act as a corporation before these requisite formalities have been complied with, such acts are not corporate acts, though they may bind the individuals who have so acted. A corporation is considered to be a citizen of the state under whose laws it is created, and if it wishes to exercise corporate powers in another state, it must submit to and obey such laws and restrictions as may be imposed by the laws of the state in which it does business.

§ 274. The charter.-The charter, or law under which a corporation is organized, is the measure of its powers. In construing such charters and laws the courts have extended the powers of corporations to all such matters as are essential to preserve their existence and to accomplish the purposes of their creation. The enumeration of specific powers implies the exclusion of others.

§ 275. Vested rights of.-It is a settled rule of law that when a private corporation is once formed according to law, it has the right to the free use of all the franchises, powers and privileges conferred upon it by the laws in force when it came into existence, and that the provisions of the constitution of the United States prohibiting all legislation which impairs the obligation of contracts protects it in the enjoyment of these rights. The assertion and enforcement of this rule, which imposed severe restrictions upon the legislative power, has led to a radical change in the legislation of the various states,