Under the act of 26 May 1790, ch. 38, copies of the legislative
acts of the several states, authenticated by having the seal of the
state affixed thereto, are conclusive evidence of such acts in the
courts of other states, and of the union. No other formality is
required than the annexation of the seal, and in the absence of all
contrary proof, it must be presumed to have been done by an officer
having the custody thereof, and competent authority to do the
act.
Under the Crimes Act of 26 March, 1804, ch. 393, v. 2, on an
indictment for destroying a vessel with intent to prejudice the
underwriters, it is sufficient to show the existence of an
association actually carrying on the business of insurance by whose
known officers
de facto the policy was executed, and to
prejudice whom the vessel insured was destroyed, without proving
the existence of a legal corporation authorized to insure or a
compliance on the part of such corporation with the terms of its
charter or the validity of the policy of insurance.
The terms "any person or persons" in the act extend to
corporations and bodies politic as well as to natural persons.
The prisoner, John B. Amedy, was indicted in the Circuit Court
of Virginia under the Act
Page 24 U. S. 393
of Congress of 26 March, 1804, c. 393, for destroying a vessel
with intent to prejudice the underwriters, and after a verdict of
guilty, his counsel moved the court for a new trial upon the
following grounds:
1. That the exemplification of the acts of the Legislature of
the State of Massachusetts incorporating the Boston Insurance
Company (who was the underwriters) given at the trial was not
admissible in evidence as a sufficient verification thereof. The
papers given in evidence were printed copies of the acts, with
certain erasures and interlineations in writing, and to the copy of
each act was annexed a separate attestation in the following words:
"A true copy,
Page 24 U. S. 394
attest, Edward D. Bangs, secretary." The copies were attached
together and exemplified under the great seal of the State of
Massachusetts, with the following certificate annexed:
"Commonwealth of Massachusetts, Secretary's Department, November
12, 1825. I certify that the printed copies of the following acts,
viz., 'An act to define the Powers, Duties, and
Restrictions of Insurance Companies'; 'An act authorizing the
several Insurance Companies in this Commonwealth to insure against
Fire'; 'An act to incorporate the Boston Insurance Company'; 'An
act to incorporate the Commonwealth Insurance Company', and 'An act
in addition to an act entitled An act to incorporate the
Commonwealth Insurance Company,' to which printed copies this
certificate is annexed, have been by me compared with the original
acts on file in this office, and that the same are now true copies
of the said original acts, except the usual attestation of
enactment, and signatures subjoined to each act. In testimony
whereof I hereunto set my hand and have affixed the seal of said
Commonwealth, the day and year above mentioned. [Signed] EDWARD D.
BANGS, Secretary of the Commonwealth."
2. That before the policy of insurance underwritten by the
Boston Insurance Company could be given in evidence, it was
necessary to prove that the subscription to the stock and the
payment of such subscription as required by the act of
incorporation had actually been made. The policy of insurance was
admitted
Page 24 U. S. 395
in evidence by the court below without proof that the
subscription to the stock had actually been made, it being proved
that there was a company in Boston called the Boston Insurance
Company doing the business of insurance and paying losses when
incurred, and that the paper produced was executed after the manner
in which they usually made their policies of insurance.
3. That the policy ought to have been proved to be executed by
the authority of the company in such manner as to be legally
binding on them.
4. That the court instructed the jury
"That it was not material whether the company was incorporated
or not, and it was not material whether the policy were valid in
law or not; that the prisoner's guilt did not depend upon the legal
obligation of the policy, but upon the question whether he had
willfully and corruptly cast away the vessel, as charged in the
indictment, with intent to injure the underwriters."
The judges of the court below having been divided in opinion
upon the motion for a new trial, the case was brought before this
Court upon a certificate of that division.
Page 24 U. S. 406
MR. JUSTICE STORY delivered the opinion of the Court.
The first question for consideration is whether the evidence of
the act of incorporation of the Boston Insurance Company, disclosed
upon the record, was admissible as a sufficient verification
thereof. It is matter of most serious regret that an
exemplification so loose and irregular should have been permitted
to have found its way into any court of justice. As it has, it is
our duty to decide upon its legal sufficiency. It
Page 24 U. S. 407
is under the seal of the state and verified by the signature of
its secretary.
It is said that this is not enough, and that it ought to be
shown that the secretary had authority to do such acts. This
objection must be decided by an examination of the Act of Congress
of 26 May, 1790, prescribing the mode in which the public acts,
records, and judicial proceedings of each state shall be
authenticated so as to take effect in every other state. That act
provides "That the acts of the legislatures of the several states
shall be authenticated by having the seal of their respective
states affixed thereto." No other of further formality is required,
and the seal itself is supposed to import absolute verity. The
annexation must, in the absence of all contrary evidence, always be
presumed to be by a person having the custody thereof and competent
authority to do the act. We know, in point of fact, that the
Constitution of Massachusetts has declared "That the records of the
Commonwealth shall be kept in the office of the secretary." But our
opinion proceeds upon the ground that the act of Congress requires
no other authentication than the seal of the state.
The other objections to the exemplification are that the acts
are printed copies, with erasures and written interlineations, not
so annexed as to afford perfect certainty that they are the
identical copies to which the secretary's certificate was
originally annexed. We think these objections cannot be maintained
in point of law.
Page 24 U. S. 408
The copies must be presumed to be the original copies in the
same state in which they were originally annexed. Any subsequent
alteration or subtraction would be a public crime of high enormity,
and the commission of a crime is not to be presumed. The
certificate of the secretary, taken together, shows that he did not
mean to state that the printed copies had not been varied by
writing so as to be true copies, for he adds the phrase "they are
now true copies of the original acts." The original print is still
visible throughout, and the alterations in writing are mere verbal
alterations, not in the slightest degree varying the sense or
effect of any single clause in which they occur, and, to afford
additional proof of identity, the secretary has on each copy
annexed his own signature, with an attestation of its being a true
copy. There is therefore no presumption, from the face of the
papers or otherwise, of any alteration or addition since the seal
of the state was annexed. The annexation of the usual attestation
of the enactment and signatures to the acts was not necessary. It
is sufficient that their existence and time of legal enactment is
shown.
Our opinion, therefore, upon this question is that the papers
were properly admitted in evidence.
The next question is whether before the policy of insurance,
underwritten by the Boston Insurance Company, could be given in
evidence, it was necessary to prove that the subscription to the
stock and the payment of such subscription
Page 24 U. S. 409
as required by the act of incorporation had been made. In our
opinion it was not. This is not the case where a suit is brought by
the corporation to enforce its rights, where, if the fact of its
legal existence is put in controversy upon the issue, the
corporation may be called upon to establish its existence. The case
of
Henriques & Van Moyses v. Dutch West India Company,
cited in 2 Lord Raym. 1535, as decided before Lord King, whatever
may be its authority, was of that sort, and therefore carries with
it an obvious distinction; nor is this the case of a
quo
warranto, where the government calls upon the company to
establish its legal corporate powers and organization. The case
here is of a public prosecution for a crime, where the corporation
is no party and is merely collaterally introduced as being intended
to be prejudiced by the commission of the crime. Under such
circumstances, we think, nothing more was necessary for the
government to prove than that the company was
de facto
organized and acting as an insurance company and corporation. The
very procurement of a policy by the prisoner to be executed by the
company was of itself
prima facie evidence for such a
purpose. In cases of the murder of officers, it is not necessary to
prove that they are officers by producing their commissions. It is
sufficient to show that they act
de facto as such. In
cases of piracy, it has been held sufficient to establish the
proprietary title to the ship by evidence of actual possession of
the party claiming to be owner.
Page 24 U. S. 410
These are analogous cases, and furnish strong illustrations of
the general principle.
The same answer may be given to another objection, and that is
that the policy ought to have been proved to be executed by the
authority of the company in such manner as to be binding on it. The
actual execution of the policy by the known officers of the company
de facto is sufficient.
The next question arises upon the instruction of the court
"That it was not material whether the company was incorporated
or not, and it was not material whether the policy were valid in
law or not; that the prisoner's guilt did not depend upon the legal
obligation of the policy, but upon the question whether he had
willfully and corruptly cast away the vessel, as charged in the
indictment, with intent to injure the actual underwriters."
We think this opinion correct. The act of Congress of 26 March,
1801, ch. 40. on which this indictment is framed, declares
"That if any person shall, on the high seas, willfully and
corruptly cast away, &c., any ship or vessel, of which he is
owner, &c., with intent or design to prejudice any person or
persons that hath underwritten, or shall underwrite, any policy or
policies of insurance thereon, &c., the person or persons
offending therein, &c., shall suffer death. The law punishes
the act when done with an intent to prejudice; it does not require
that there should be an actual prejudice. The prejudice intended is
to be to a person who has underwritten or shall underwrite a policy
thereon which, for aught the prisoner
Page 24 U. S. 411
knows, is valid, and does not prescribe that the policy should
be valid so that a recovery could be had thereon. It points to the
intended prejudice of an underwriter
de facto. The case of
King v. Gillson, 1 Taunt. 95, 2 Leach 1007, did not turn
upon this point. That was an indictment for maliciously setting
fire to a house with intent to defraud the London Assurance Company
of houses and goods from fire. It was necessary to prove that the
household goods in the house had been actually insured for the
prisoner by the company. A policy had been executed by the company
on these goods in another house, and subsequently, upon the removal
of the prisoner to the house set on fire, a memorandum was endorsed
on the policy agreeing that the removal of the goods should be
allowed. This memorandum was unstamped, and by statute was not
admissible in evidence. Six judges against five held the evidence
inadmissible upon the ground that the prohibition was intended to
be universal. The existence, therefore, of the insurance itself
could not be established. If there had been proof that the policy
was executed, the question might have arisen whether it was
necessary further to prove its legal validity in all other
respects. The argument at the bar, drawn from the known law as to
forgeries, is, we think, pertinent. In those cases, when they
depend on the common law, actual prejudice is not necessary to be
proved, and of course the validity of the instrument is entirely
waived. "
Page 24 U. S. 412
Another question, not raised in the court below, has been argued
here, and upon which, as it is vital to the prosecution, we feel
ourselves called upon to express an opinion. It is that a
corporation is not a "person" within the meaning of the act of
Congress. If there had been any settled course of decisions on this
subject in criminal cases, we should certainly, in a prosecution of
this nature, yield to such a construction of the act. But there is
no such course of decisions. The mischief intended to be reached by
the statute is the same whether it respects private or corporate
persons. That corporations are, in law, for civil purposes, deemed
persons is unquestionable. And the citation from 2 Inst. 736
establishes that they are so deemed within the purview of penal
statutes. Lord Coke there, in commenting on the statute of 31 Eliz.
ch. 7., respecting the erection of cottages, where the word used is
"no person shall," &c., says, "this extends as well to persons
politic and incorporate as to natural persons whatsoever." In the
case of
King v. Harrison, 1 Leach 180, 2 East Pl.Cro. 927,
988, it may perhaps be matter of some doubt whether the point was
actually decided by the court. But, if it was, it mainly rested
upon a peculiarity of construction which grew out of the statute of
31 Geo II, ch. 22, s. 78, which professed to cure doubts of the
meaning of these words in other antecedent statutes upon similar
subjects, leaving that on which the indictment was framed
untouched. Finding, therefore, no authority at
Page 24 U. S. 413
common law which overthrows the doctrine of Lord Coke, we do not
think that we are entitled to engraft any such constructive
exception upon the text of the statute.
Upon the whole it is to be certified to the Circuit Court of
Virginia that the decisions of that court upon the points of law
arising at the trial were correctly decided.
CERTIFICATE. This cause came on to be heard on the certificate
of division of opinions of the judges of the circuit court,
&c., on consideration whereof it is ADJUDGED by the Court that
it be certified to the said circuit court that the points of law
ruled by the said circuit court at the trial of the cause, and upon
which the same court, upon a motion for a new trial, was divided in
opinion were in all respects correctly decided by the said court at
the said trial.
