Tempel v. Dodge , 89 Tex. 68 ( 1895 )

The motion in this case is based upon the proposition that at common law the stockholders of a corporation, when not otherwise provided by law, have the right to make bylaws for the corporation, and that, in the absence of proof, this court should presume the common law to be in force in the State where this corporation was chartered. It is well settled in this State that, in the absence of proof, our courts will presume the law of another State to be the same s our own. (James v. James, 81 Tex. 381; Bradshaw v. Mayfield,18 Tex. 30; Armendiaz v. Serna, 40 Tex. 291 [40 Tex. 291]; Crosby v. Huston, 1 Tex. 232.) Article 581, Revised Statutes, authorizes the directors or trustees of a corporation to make by-laws for the government of the corporation, which, however, may be changed by a majority vote of the stockholders as therein provided. In the absence of proof the court will presume the law of another State to be the same as the law of this State, and will not presume the common law to prevail, as is claimed by the applicant in this case.

If, however, we admit the proposition asserted by the applicant to be correct, he is in no better condition, because he has not shown any provision of law empowering the stockholders to make a change in the management of the corporation as prescribed by its charter, nor such circumstances as would call upon courts to uphold such unauthorized act.

When it appears from the record that the judgment sought to be revised is correct upon the whole case, an application for writ of error will not be granted because the court may have given a wrong reason for its judgment. The vice in the plaintiff's case lies, not in the action of the court, but in the very facts alleged by him as constituting his right of action. The authority given to the president to employ counsel does not confer upon that officer power to convey the lands of the corporation; and plaintiff's right to recover depends upon the validity of his contract as a conveyance of the title to the land in question; for failure in this respect his action must fail.

The motion for a rehearing is overruled.

Motion overruled.