by law, raise an implied promise of performance. (jj) A corporation is a citizen of the State which creates it, as to its right to sue or be sued in the courts of the United States. (jk) But it has no status as a citizen in any other State, and if it goes there to do business, the State into which it goes may lawfully discriminate against it as between it and domestic corporations of that State; even so far as to compel it to cease business in that State. (jl)

The question of execution appears to stand upon somewhat different ground from that of authority; for while a corporation is generally estopped from denying that a contract or an instrument was made by its authority, if it receive and hold the beneficial result of the contract or the instrument, as the price for property sold, or the like, it may, or its creditors may, deny that the instrument was legally executed, even if the * authority were certainly possessed.1 Thus, if a conveyance purporting to be the conveyance of a corporation, made by one authorized to make it for them, be in fact executed by the attorney as his own deed, it is not the deed of the corporation, although it was intended to be so, and the attorney had full authority to make it so. And if the deed be written throughout as the deed of the corporation, and the attorney when executing it declares that he executes it on behalf of the company, but says, "in witness whereof I set my hand and seal," this is, in law, his deed only and does not pass the land of the corporation. (k)2 And acorporation must execute its deed under its * corporate seal, otherwise the deed is void. (/) If, however, it was only a simple contract which was executed in this way, it might be inferred from the general principles of the law of agency, that it would be valid as the contract of the corporation; for it would be a contract made by one as the agent of another, and containing the express declaration that it was so made.

(jj) New York R. Co. v. Schuyler, 34 N. Y. 30.

(jk) Ducat v. Chicago, etc. R. Co. 48

Ill. 172.

(jl) Hatch v. Chicago, etc. R. Co. 6 Blatchford, 105; Stevens v. Phoenix Ins. Co. 41 N. Y. 149.

(k) Brinley v. Mann, 2 Cash. 337. See also Combe's case, 9 Rep. 76 b; Frontin v. Small, 2 Stra. 705. No abler exposition of the doctrine of deeds by attorney is to be found in the books than that of Lord Chief Baron Gilbert, Bac. Abr. Leases, J. 10: " If one hath power, by virtue of a letter of attorney, to make leases for years generally by indenture, the attorney ought to make them in the name and style of his master, and not in his own name: for the letter of attorney gives him no interest or estate in the lands, but only an authority to supply the absence of his master by standing in his stead, which he can no otherwise do than by using his name, and making them just in the same manner and style as his master would do if he were present: for if he should make them in his own name, though he added also, by virtue of the letter of attorney to him made for that purpose, yet such leases seem to be void, because the indenture being made in his name must pass the interest and lease from him, or it can pass it from nobody: it cannot pass it from the master immediately, the other contracting party, and sign for him the memorandum required by the Statute of Frauds. (m) And the officers and directors of a corporate body are trustees of the stockholders, and cannot without fraud secure to themselves advantages not common to the latter. (n)1 But a director may make a contract with a corporation, and then, as to his contract, he stands as a stranger to it. (nn)

1 A deed to a corporation after the granting of its charter, but before organization, and duly recorded, will be presumed to have been accepted as soon as the corporation was capable of contracting. Botch's Wharf Co. v. Judd, 108 Mass. 224 A corporation cannot, however, ratify an act made for its benefit before it had an existence as such. Melhado v. Porto Alegre, etc. R. Co., L. R. 9 C. P. 503. - K.

2 A corporation contract, sealed with a private seal of an officer instead of the corporate seal, is binding if he had authority so to do, or his act is ratified. Eureka Co. v. Bailey Co., 11 Wall. 488. - K.

It must be remembered that a corporation, as a legal person, is entirely distinct from the individuals who compose it, and therefore a resolution adopted by them is not a corporate act, nor is a deed by trustees of the members the deed of the corporation. (ll)

Corporations to hold property are generally limited as to the amount they may hold. It has been held in New York, that they could not take in excess of their charter, (lm) reversing the decision of the Supreme Court that they could take and hold until the State interfered with them.

A corporation may employ one of its members as its agent, and the same person, while such agent, may also be an agent for cause he is no party; and it cannot pass it from the attorney at all, because he has nothing in the lands; and then his adding by virtue of the letter of attorney will not help it, because that letter of attorney made over no estate or interest in the land to him, and consequently, he cannot, by virtue thereof, convey over any to another. Neither can such interest pass from the master immediately, or through the attorney; for then the same indenture must have this strange effect at one and the same instant to draw out the interest from the master to the attorney, and from the attorney to the lessee, which certainly it cannot do; and therefore all such leases made in that manner seem to be absolutely void, and not good, even by estoppel, against the attorney, because they pretend to be made not in his own name absolutely, but in the name of another, by virtue of an authority which is not pursued This case, therefore, of making leases by a letter of attorney seems to differ from that of a surrender of a copyhold, or of livery of seizin of a freehold, by letter of attorney; for in those cases when they say, We A and B as attorneys of C, or by virtue of a letter of attorney from C, of such a date, & c, do surrender, & c., or deliver to you seizin of such lands; these are good in this manner, because they are only ministerial ceremonies or transitory acts in pais, the one to be done by holding the court rod, and the other by delivering a turf or twig; and when they do them as attorneys, or by virtue of a letter of attorney from their master, the law pronounces thereupon as if they were actually done by the master himself, and carries the possession accordingly; but in a lease for years it is quite otherwise, for the indenture, or deed, alone conveys the interest, and are the very essence of the lease, both as to the passing it out of the lessor at first, and its subsistence in the lessee afterwards; the very indenture, or deed itself is the conveyance, without any subsequent construction, or operation of law thereupon; and therefore it must be made in the name and style of him who has such interest to convey, and not in the name of the attorney, who has nothing therein. But in the conclusion of such lease, it is proper to say In witness whereof A B, of such a place, etc, in pursuance of a letter of attorney hereunto annexed, bearing date such a day, hath put the hand and seal of the master, and so write the master's name, and deliver it as the act and deed of the master, in which last ceremony of delivering it in the name of the master by such attorney, this exactly agrees with the ceremony of surrendering by the rod, or making livery by a turf or twig, by the attorney, in the name or as attorney of his master." And see Porter v. Androscoggin, etc. R. Co. 37 Me. 349; Richardson v. Scott River Co. 22 Cal. 150.