Jackson &c. Ry. & Nav. Co. v. Hooper
160 U.S. 514 (1896)

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U.S. Supreme Court

Jackson &c. Ry. & Nav. Co. v. Hooper, 160 U.S. 514 (1896)

Jackson, Mayport, Pablo Railway and Navigation Company v. Hooper

No. 80

Submitted November 21, 1895

Decided January 13, 1896

160 U.S. 514

Syllabus

Whether an instrument is under seal or not is a question for the court upon inspection, but whether a mark or character shall be held to be a seal depends upon the intention of the executant, as shown by the paper.

When no legislative prohibition is shown, it is within the chartered powers

Page 160 U. S. 515

of a railroad company to lease and maintain a summer hotel at its seaside terminus, and such power is conferred on railroads in Florida.

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.

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.

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.

A lessee of a building who contracts in his lease to keep the leased building insured for 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.

There is no error in an instruction to the jury, where the evidence is conflicting, that in coming to a conclusion they should consider the testimony in the light of their own experience and knowledge.

In the Circuit Court of the United States for the Northern District of Florida, on the 4th day of December, 1889, Mary J. Hooper, Henry H. Hooper, her husband, and William F. Porter, for the use of said Mary J. Hooper, citizens of the State of Ohio, brought an action against the Jacksonville, Mayport, Pablo Railway & Navigation Company, a corporation of the State of Florida. The plaintiffs' amended declaration set up causes of action arising out of the covenants contained in a certain indenture of lease between the parties. This lease, dated July 10, 1888, purported to grant, for a term of two years, certain lots of land situated at a place called "Burnside," in Duval County, Florida, whereon was erected an hotel known as the "San Diego Hotel." In consideration of this grant, the railroad company agreed to pay, in monthly installments, a yearly rent of $800, and to keep the premises insured in the sum of $6,000.

Page 160 U. S. 516

It was alleged that on November 28, 1889, during said term, and while the railway company was in possession, the hotel and other buildings were wholly destroyed by fire; that the defendant had failed and neglected to have the same insured, and that there was an arrearage of rent due amounting to the sum of $106.67. For the amount of the loss occasioned by the absence of insurance, and for the back rent, the action was brought.

The defendant denied that the railway company had duly executed the instrument sued on; denied that Alexander Wallace, the president of the company, and who had executed the lease as such President, had any authority from the company so to do. The defendant also alleged that such a lease, even if formally executed, was ultra vires; also, that the covenant to insure was an impossible covenant, as shown by ineffectual efforts to secure such insurance.

The case was tried in April, 1891, and resulted in a verdict and judgment against the defendant in the sum of $6,798.70. On errors assigned to certain rulings of the court and in the charge to the jury, the case was brought to this Court.

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