Books of a corporation are not admissible to prove a certain fact where the persons who made the entries therein are dead and it is not shown that the entries were made in the usual course of the corporation's business.37 But in a suit in equity, where there was an issue as to whether a purchase of land was for a corporation or was the individual transaction of a certain person, evidence from the ledger books of the corporation as to accounts of the person mentioned was admissible, it appearing that such person had seen the account, had made entries therein, and had acquiesced in the contention of the corporation.38

The books of a corporation may of course be used by it to supply memoranda to persons testifying from personal knowledge.39

41

82802. Real estate transactions; statute of frauds. Corporate books and records are admissible to show title to property,40 and the validity of a sale of real estate, and entries in a minute book made some fifty years prior to the time of suit have been held proper as showing exercise of authority over certain land, and hence as tending to prove title thereto by adverse possession.42

A map filed by a corporation among public land records and allowed to remain there for years must be considered authorized by the owner, prima facie, and minutes of other evidence as to adoption of such map are not necessary.43

introduced by plaintiffs, defendants have the right to introduce the remainder. McConnell v. Combination Mining & Milling Co., 30 Mont. 239, 104 Am. St. Rep. 703, 76 Pac. 194.

37 Montgomery County v. Bean, 26 Ky. L. Rep. 568, 82 S. W. 240.

38 Becker v. Donalson, 138 Ga. 634, 75 S. E. 1122.

Where a ledger book of a corporation was admitted in evidence to show whether certain land had been purchased by the corporation or by another person, it was immaterial that Georgia Civil Code, § 5769, as to preliminary proof for admission of books of account, was not complied with. Becker v. Donalson, 138 Ga. 634, 75 S. E. 1122.

39 Chesapeake & O. Ry. Co. V. Deepwater Ry. Co., 57 W. Va. 641, 50 S. E. 890.

40 In condemnation proceedings, ex

IV Priv. Corp.-45

tracts from the minutes of a railroad corporation were properly admitted to show title to the right of way, but such extracts were inadmissible to show the value of the property. North Shore R. Co. v. Pennsylvania Co., 251 Pa. 445, 96 Atl. 990.

41 Where the validity of a sale of property was attacked, a book purporting to be the book of minutes of the corporation was admissible to show prima facie the validity of the sale, such book being identified by its custodian and there being no allegation or proof of fraud in the keeping of the book. Bridges v. Southern Bell Telephone & Telegraph Co., 15 Ga. App. 291, 82 S. E. 925.

42 Hamershlag v. Duryea, 58 N. Y. App. Div. 288, 68 N. Y. Supp. 1061. 43 Village of Ridgefield Park v. New York, S. & W. R. Co., 85 N. J. L. 278, 89 Atl. 773.

Where there is in evidence a properly certified copy of the corporate articles, there is no merit in an objection to admitting in evidence a deed to a corporation as grantee without proving incorporation. From such certified copy of corporate articles it will be presumed that the requirements of law relative to incorporation have been complied with.44

Where a corporation passes a resolution authorizing the president and secretary to execute a deed, it may be presumed that the secretary either made a record of the resolution or preserved the paper containing it, or both.45

The authority to execute a mortgage is shown by a recital in the records of a corporation that when all stockholders, which embraced all directors, were present, the instrument was drawn, read, and a motion approving it passed.46

The minutes of a meeting containing the terms of an agreement, signed by the chairman, constitute a sufficient memorandum to satisfy the statute of frauds, but the corporate records alone are not suf ficient to show a contract of sale.48

The dedication of corporate property cannot be shown by the mere

44 Thomas v. Wilcox, 18 S. D. 625, 101 N. W. 1072.

45 Mullanphy Sav. Bank v. Schott, 135 Ill. 655, 25 Am. St. Rep. 401, 26 N. E. 640, aff 'g 34 Ill. App. 500.

46 Crossette v. Jordan, 132 Mich. 78, 92 N. W. 782.

47 Tufts v. Plymouth Gold Min. Co., 14 Allen (Mass.) 407; Jones v. Victoria Graving Dock Co., 2 Q. B. Div. 314, 46 L. J. Q. B. Div. 219. And see Marden v. Champlin, 17 R. I. 423.

A resolution authorizing the sale of real estate, containing all essential elements and signed by the president and secretary is a sufficient written memorandum to constitute compliance with requirements of the statute of frauds. Western Timber Co. v. Kalama River Lumber Co., 42 Wash. 620, 6 L. R. A. (N. S.) 397, 114 Am. St. Rep. 137, 7 Ann. Cas. 667, 85 Pac. 338.

The vote of the directors of the corporation duly recorded is a sufficient memorandum in writing, and the signature of recording officer in the at

testation of the minutes is sufficient signing by party to be charged, within the statute of frauds. Lamkin v. Baldwin & Lamkin Mfg. Co., 72 Conn. 57, 44 L. R. A. 786, 43 Atl. 593, 1042.

Evidence tending to show that the defendant, in a mere matter of bookkeeping in a corporation of which he was manager and complainant a stockholder, had entered a charge against the corporation for counsel fees paid by defendant in respect to property sought to be charged with a trust, and the fact that at one time defendant made a written lease of the property, executed with the word "Agent" affixed, without more is not sufficient to show a memorandum in writing which will take the case out of the operation of the statute of frauds. Kennedy v. Bates, 142 Fed. 51.

48 A resolution adopted on the part of the directors or at a stockholders' meeting declaring willingness to sell the corporate property and empowering the president to consummate the sale is not alone a contract of sale.

recollection of such alleged fact on the part of certain persons, where no record thereof appears on the corporate books and the corporation has continued to pay taxes on and exercise control over the property.49

§ 2803. Actions between corporation or members and strangers. The books and records of a corporation cannot be used to establish claims or rights of the corporation against strangers or third persons, unless pursuant to the sanction of some statute.50 Such books and records are declarations in the corporation's own favor and

are within the general rule as to evidence of a self-serving character. And since such books are under the control of the corporation, third persons cannot be chargeable with knowledge of entries made therein. Of course the entries, like all other entries, may be proved to be correct by proper testimony,51 and it has been held that the corporate books may be introduced to show the character and terms of instruments involved.52 Also books of a corporation are admissible against other creditors to prove a claim of a creditor, if they are shown to be correctly kept and if all the circumstances support the entries as to their verity.53

As between members of a corporation and strangers, the corporate books and records are sometimes involved and may be introduced in evidence. Thus the books may be admissible to show fraud in an action for the rescission of an exchange of property,54 and in an action for the price of stock sold, the books of the corporation have been held proper evidence to show that a surplus existed at or near the time of the transaction.55

Corporate minutes may not be excluded on the ground that the secretary who produces them is a stockholder and therefore interested in the outcome of the action.56

The exclusion of books is not prejudicial error when the facts are established by other competent evidence.57

§ 2804. - Actions between corporation and members. In general, books of a corporation are admissible as evidence against it in disputes with members, being admissions made by the agents or of ficers of the company.5

58

ter alios acta alteri nocere non debet. Calvert v. Alvey, 152 N. C. 610, 136 Am. St. Rep. 847, 68 S. E. 153.

51 Hayden v. Williams, 96 Fed. 279. 52 Chesapeake & O. Ry. Co. v. Deepwater Ry. Co., 57 W. Va. 641, 50 S. E. 890.

53 New Orleans Canal & Banking Co. v. Leeds & Co., 49 La. Ann. 123, 21 So. 168.

54 In an action to rescind an exchange of property, books and statements of a bank were properly received in evidence not only as tending to prove the falsity of representations as to stock conveyed for land, but also as a basis for expert testimony as to the condition of the

bank and the value of its shares. Ludowese v. Amidon, 124 Minn. 288, 144 N. W. 965.

55 Gilboa v. Kimball (R. I.), 69 Atl.

765.

56 Morgan v. Lehigh Valley Coal Co., 215 Pa. 443, 64 Atl. 633.

57 In an action to recover a broker's commission, the exclusion of the minutes of the corporation was not prejudicial error when other competent evidence showed authorized employ. ment of plaintiff. Lawson v. Black Diamond Coal Min. Co., 58 Wash. 614, 102 Pac. 759.

58 Dolan v. Wilkerson, 57 Kan. 758, 48 Pac. 23. See also Hayden v. Williams, 96 Fed. 279.

Admissions of a party against his interest, inscribed upon the record books of a corporation,. are as competent and persuasive evidence as though written elsewhere.59

As to officers of the corporation, the books kept by them or under their direction may be used in the establishment of wrongdoing on their part.60 Also such books or records are admissible to show an officer's participation in the corporate affairs,61 and authority as to a certain act.62

60 New Haven Trust Co. v. Doherty, lery Co. v. Folsom, Tex. Civ. App. 74 Conn. 353, 50 Atl. 887.