Joseph McKenna

“ I find, as a matter of fact, that the law of New York is that where a corporation enters into a contract that is in excess of its charter powers or is unauthorized by law, it will nevertheless be bound to perform its agreement as contained in the contract, if it suffers the other party to perform his agreement, and receives the benefits and retains them. ”

“ Certain decisions of New York were introduced in evidence by plaintiff in error, and from them it is deduced that the law of the state was and is that the contract between the association and its stockholders is constituted, not only of the certificate of stock and its indorsement, but as well of the articles of association and the by-laws of the corporation, and therefore the period of masurity was an estimate, not an assurance. And, further, that it was established as the law of New York, in O'Malley v. People's Bldg. ”

“ This proposition is fully sustained by the decisions of New York. The plaintiff introduced in evidence the following decisions of that court: Whitney Arms Co. v. Barlow, 63 N. Y. 62, 20 Am. Rep. 504; De Groff v. American Linen Thread Co. 21 N. Y. 124; Diamond Match Co. ”