on petition eor rehearing.
Corn, Chiee Justice.The court in its former opinion in this case intimated that, if it appeared, that Kendall and Gildersleeve were trustees of the defendant company, we should be disposed to hold that there was notice to the company; but we reached the conclusion that there was no proof whatever that such was the fact. Counsel for plaintiff in error now strenuously insists, as the law provides that the trustees of a corporation shall be stockholders and the trustees for the first year shall be named in the articles of incorporation, that, therefore, as Kendall, Gildersleeve and Revell were the only stockholders, they must be presumed to have been the trustees named for the first year, and the court must act upon this as one of the established facts in the case in reaching its conclusion. The principle relied upon is stated to be that all persons are presumed to obey the law.
*149We think the contention of counsel is based upon a misconception of the principle involved. Unquestionably a condition found to exist, which presupposes the performance of other acts necessary to make such condition lawful, raises a presumption that such other acts were performed. So a man acting in a public office will be presumed to have been properly elected or appointed, entries found in public books will be presumed to have been made by the proper officer, if a person acts notoriously as cashier of a bank and is recognized by the directors as such, a regular appointment will be presumed and his acts will bind the bank, and the like. These things afford presumptions, from acts done, of what might have preceded them as matters of right and duty. (Bank v. Dandridge, 12 Wheat., 70.) The preceding acts are necessary in order to account legally and regularly for the existing condition, and, therefore, they are presumed.
But counsel in his argument carries the principle much further, and asks that we invert the'process of reasoning and hold that, the antecedent acts being shown,' we must presume the existence of the subsequent acts and conditions. This we do not understand to be the law, and counsel has not enlightened us by reference to any authorities sustaining it. Given the superst-ruction of a building and we may presume a foundation. But, upon proof merely of a foundation, it would be unsafe and illogical to indulge the presumption of a superstructure without other evidence of its existence. If it be admitted, therefore, that Kendall, Gildersleeve and Revell were stockholders, and the only stockholders, in the absence of all evidence that they were named in the articles as trustees, or ever acted as such, we think no presumption arises that they were trustees.
But there is another consideration which makes it clear that no such presumption ought to, or can, be indulged. At the time the articles were filed, they were not and could not be stockholders. At that time the corporation was not in existence, and it is quite manifest that stock cannot be *150owned or held in a corporation which has itself no legal existence. As pointed out in a New York case, a construction of the statute which would require the trustees named in the articles to be stockholders before there is any legal organization must necessarily defeat the creation of any corporation under it. It is contrary to reason and the settled rules of construction to ascribe to a statute such a meaning as will nullify its operation if it is capable of any other interpretation. The language of the statute does not require such a construction and it will not be so construed. (Davidson v. Westchester Gaslight Co., 99 N. Y., 565.)
Counsel for plaintiff in error again insists that the defendant company was not a corporation or capable of taking or holding property; that it could not be a bona tide purchaser, or a purchaser at all, of the property in controversy, and cites authorities in support of the proposition that the defendant company, under the evidence, was not a corporation de facto. There is absolutely no question in this case involving the existence of the defendant company as a corporation de facto. The plaintiff in error, as plaintiff in the lower court, alleged in its petition “that at all times herein mentioned since March 7th, A. D. 1898, the. above named defendant, the Grand Hotel and Opera House Company, were and are now a corporation duly organized and existing under and by virtue of the laws of the State of Wyoming.” And in the agreed statement of facts it is stipulated that the defendant company was duly organized and incorporated under the laws of the State of Wyoming on March 8th, 1898; that, ever since its incorporation,- the defendant Revell has been its general manager; that it purchased the property in controversy from Kendall and Gil-dersleeve and paid them eight thousand dollars therefor, and that this was its fair value; that they delivered possession of the property to the defendant company, and it was in possession at the time the suit was instituted. In view of these admissions that the defendant company was an existing corporation, any question of the sufficiency of the evidence *151to show a corporation de facto is immaterial. And in the face of these admissions we are asked to say that the District Court erred in failing to find that the admissions were not true; that is to say, that in the.,face of the stipulation of the parties to the action that the defendant company was in possession of the property, the court should have found that it was not in possession; though it is stipulated that it bought the property and paid eight thousand dollars for it, the court should have found that the defendant company never purchased the property, never had any funds and never paid anything for it; and, though plaintiff avers in its petition that the defendant company was an existing corporation at all times mentioned in the action, and it is stipulated by the parties that it had a general manager, bought property and paid out money, we are asked to say that the District Court erred in failing to find that it had no existence and could not acquire or hdve possession of any property whatever. This we find ourselves unable to do.
Counsel for plaintiff in error further insists that the burden of proof was upon the defendant company to show that it had no notice of plaintiff’s lien, and that there is no evidence, or insufficient evidence, that it had no notice. In the agreed statement of facts it is stipulated “that the only notice the defendant, the Grand Hotel and Opera House Company, had as a corporation that- the plaintiff had or claimed a lien upon the property in controversy is such as is disclosed by the depositions of Chiles, Swanson and Chalice and the rest of the statement of fact, if such depositions and statements of fact disclose notice to defendant, the Grand Hotel and Opera House Company.” There is but one possible construction of this stipulation, and that is, if the court shall find that notice is not disclosed by certain designated evidence, then it is agreed between the parties that there was no notice. The court has so found, and it, therefore, stands as a stipulation that there was no notice. We do not think counsel will contend that where the existence of a fact is stipulated any question can arise as to the *152sufficiency of the evidence by which it is sought to be established.
The application for a rehearing is denied.
Knigi-it, J., and Potter, J-, concur.