We are all of opinion that the plaintiff is entitled to judgment on the verdict found for him.
It was not necessary, upon thé pleadings in the case, for the plaintiff to prove that the defendants formally accepted their act of incorporation and were duly organized under it. They have acted as a corporation for many years, and cannot now avoid f their contracts by denying their- legal capacity to make them Middlesex Husbandmen & Manufacturers v. Davis, 3 Met. 137 Narragansett Bank v. Atlantic Silk Co. 3 Met. 288.
If the defendants had a legal right to rescind their contract with the plaintiff, on the ground of anterior immorality on his part, (a point which need not be decided now,) yet we are of opinion that they could not do so by vote, without stating that as the reason for the rescission, and reciting it in their vote. Avery v. Tyringham, 3 Mass. 182. Thompson v. Catholic Congr. Soc. in Rehoboth, 5 Pick. 478. Martyn v. Hind, Cowp. 441, and *3091 Doug. 145. They gave him no notice of the reason for their vote, and ought not to be permitted now to show, for the - first time, what that reason was. It would be unfair dealing, which the law will not allow. Besides; it would enable the defendants to show, by oral testimony, what should be shown by the record only. Many of those who voted to dismiss the plaintiff might not have so voted, if the cause of dismissal, which is now set up, had been stated in the vote. Some may have voted on one ground, and some on another; and a majority may not have voted on any one ground. But that is a matter which cannot be ascertained by oral evidence. The reasons for a corporate vote are not the subject of such evidence.
Judgment on the verdict.