Jacksonville, Mayport, Pablo Railway & Navigation Co. v. Hooper

Citations

• 160 U.S. 514
• 16 S. Ct. 379
• 40 L. Ed. 515
• 1896 U.S. LEXIS 2117

Syllabus

<p>Whether an instrument is under seal or not is a question for the court upon inspection; but whether a mart or character shall be held to be a seal, depends upon the intention of the executant, as shown by the paper.</p> <p>When no legislative prohibition is shown, it is within the chartered powers of a railroad company to lease and maintain a summer hotel at its seaside terminus, and such power is conferred on railroads in Florida.</p> <p>The authority of the president of such company to execute in the name of the company a lease to acquire such hotel may be inferred from the facts of his signing, sealing, and delivering the. instrument, and of the company’s entering into possession under the lease and exercising acts of ownership and control over the demised premises, even, if the minutes of the company fail to disclose such authority expressly given.</p> <p>The court adheres to the rule laid down in Central Transportation Co. v. Pullman's Car Co., 139 U. S. 24, that a contract of a corporation which is ultra vires in the proper sense is not voidable only,. but wholly void . and of no legal effect; but it further holds that a corporation may also enter into and engage in transactions which are incidental or auxiliary to its main business, which may become necessary, expedient, or profitable in the care and management of the property which it is authorized to hold, under the act by which it is created.</p> <p>Impossibility of performing a contract, arising after the making of it, although without any fault on the part of the covenantor, does not discharge him from his liability under it.</p> <p>A lessee of a building who contracts in his lease to keep the leased building insured ’ f.or the benefit of the lessor during the term at an agreed sum, and fails to do so, is liable to the lessor for that amount, if the building is destroyed by fire during the term.</p> <p>There is no error in an instruction to the jury, where the evidence is conflicting, that in coming t