The defendant denies that any valid contract has ever been entered into between himself and the inhabitants of School District No. 3, in Stoughton, which can be enforced against him in the manner prayed for in this bill.
The plaintiffs, being a corporation, can only act in their *112corporate capacity, and bind themselves by acts authorized by legal votes adopted at a regularly called district meeting.
The first inquiry therefore is, whether the proposition made by the defendant, in reference to the lease of certain lands for the site of a school house for the use of the district, was legally accepted by the district, by their vote of April 28th 1845. This raises the question of the legality of the meeting of that date.
By force and effect of the Rev. Sts. c. 23, § 48, school districts are authorized to prescribe the mode of calling and warning district meetings; and this district, at a meeting holden on the 23d of September 1839, did vote to authorize their clerk to call and warn the annual meetings.
The first objection taken to the validity of the meeting of April 28th 1845 is, that the officiating clerk was not duly sworn. We perceive, however, no sufficient objection on that ground. At the meeting holden on the 14th of March 1843, Jedediah Adams was duly elected clerk, and was sworn, March 22d 1843; and being thus legally qualified to act, he continued, by force of the provision of Rev. Sts. c. 23, <§, 27, to be the legal clerk, until Samuel A. Curtis was sworn into office as clerk, on the 18th of October 1845. There was, therefore, a clerk legally qualified to discharge all the duties devolved upon such clerk, and Jedediah Adams was such officer at the time of the calling and holding of the meeting in question.
The second inquiry is, whether the clerk of the district had authority to call special meetings of the district, or those other than the annual meetings. The annual meeting for the choice of officers had been already holden on the 14th of March 1845, and the meeting, called to act upon the subject of procuring land for the use of the school district, was a special meeting, and different from the regular annual meetings. The phrase “ annual meeting,” though not used in the revised statutes, yet is very well understood to apply to meetings called for the choice of annual officers of towns and districts, in distinction from other meetings called for particular objects, and *113in which no such officers are to be elected. The authority conferred on the clerk by the vote of the district was to call and warn “ the annual meetings.” This seems to us to limit his authority to the calling solely of annual meetings. Reasons might exist for this distinction and limitation of the authority conferred upon the clerk, which may be supposed to have induced the district to have intended to confer this power as to the annual meeting, and not as to those other meetings called upon special and extraordinary occasions. But whatever may have been the cause of this designation of the meeting to be called and warned by the district clerk, the fact of such limitation to the calling of annual meetings is established by the record of the doings of the, district, duly certified. And we do not feel authorized to allow the parol evidence offered to establish the fact that the real vote, passed by the district on the 23d of September 1839, was one authorizing the clerk to call all district meetings. Such evidence would be in direct contradiction to the record. It differs entirely from the case of the admission of parol evidence to show the existence of certain facts omitted to be stated upon the record, as in the instance of evidence to show that the oath was duly administered to a public officer of a town or district, where the same is not recorded. Moor v. Newfield, 4 Greenl. 44. Little v. Merrill, 10 Pick. 543. The further offer to amend the record by the district clerk then in office, but now for many years out of office, is also inadmissible. Hartwell v. Inhabitants of Littleton, 13 Pick. 229.
• The Rev. Sts. c. 23, <§> 46, prescribe the mode of calling district meetings when the district itself has not directed any specific mode. In such case, they are to be called by the selectmen of the town, or the prudential committee of the district. The meeting of April 28th 1845, therefore, was not legally called, and the district was not bound by the vote at that meeting in relation to the proposed contract with the defendant.
It is then contended, that if this be so, and the district was not bound by this vote, yet it may be enforced against the *114defendant. We cannot sanction this view of the case, but are of opinion that there must be mutuality in. a contract of this nature to make it obligatory. Nor do we concur in the suggestion that the defendant is estopped to deny the legality of the meeting, from the circumstance that he was present at it. He might have supposed it was legally called, and that he was making a valid contract with the district, in their corporate capacity. Having ascertained that such was not the fact, he may avail himself of this defence, and insist that the contract was not binding, for want of mutuality. The court are therefore of opinion that this bill should be dismissed; but, under the circumstances of the case, no costs are to he taxed in favor of the defendant.
Bill dismissed.