I fully concur in the conclusion, but not in all the reasoning of the foregoing opinion.
Caton, C. J.In reference to the question arising upon the conveyances made by Dwight to the bank, I wish to state, that I think it is satisfactorily shown in the opinion, that the bank possessed no legal capacity to receive the. conveyance of real estate, in its corporate name, and that the conveyance was absolutely void for want of a grantee capable of taking and holding the land. The law not only failed to confer upon the bank the power to take the deed, but it impliedly forbid it to receive the conveyance, by expressly directing that it should be given to another.
This, in my judgment, disposes of the whole of that branch, of the case, and supersedes the necessity of considering the other questions which would have arisen had the conveyance been made to a party capable of receiving it.*
When a power is created, or its exercise is regulated by statute, the authority must be strictly pursued in all respects, or the attempted execution will be void. 1 Story’s Equi. Jurisp., sections 96, 107 ; Bright v. Boyd, 1 Story R. 478; Vielie v. Osgood, 8 Barb. S. C. R. 133 ; Voorhees v. Pres. Church, etc., 8 ibid. 149 ; Atkins v. Kiernan, 20 Wend. R. 241; Owens v. Hull, 9 Peters, 607-623; Williams v. Peyton. 4 Wheat. 479.
This principle applies to every individual, or body, whose powers are conferred, or regulated by statute. Cowen and Hill’s Notes to Phil. Ev. p. 1288, 1289,1290; Sharp v. Johnson, 4 Hill, R. 92; Sharp v. Spier, 4 ibid. 76; Denning v. Smith, 3 John. Ch. R. 332, 334; Sherwood v. Read, 7 Hill, R. 431; Powell v. Tuttle, 3 Comstock, R. 396.
The like principle, in substance, applies to conventional powers. 1 Story Equi. Jurisp., section 97; 1 Sug. on Powers, 6th Lond. Ed. p. 264,268,334, 341; Rosevoom v. Mosher, 2 Denio R. 61. '
A corporation is deemed to be domiciled in the country from which it derives its existence, (Louisville Railway v. Letson, 2 How. R. 497; Grant on Corporations, 200, 201); but its corporate capacity will be determined, even in a foreign country, solely by the statutes of the State creating it; such statutes having force there, only by the comity of nations. Story’s Conflict of Laws, 2nd Ed., sections 37, 38, notes 1, 2; Bank of Augusta v. Earle, 13 Peters, 519, 587, 588; Runyan v. Lessee of Coster, 14 Peters, 122.
All contracts of a statute corporation, beyond the scope of its capacity and power, are impliedly prohibited. Expressio unius est exclusio alterius. Dwarris on Stat. 713; Broom’s Leg. Max. 278, 285; People v. Utica Ins. Co., 15 John. 383; N. Y. Fire Ins. Co. v. Ely, 8 Cowen, 699 ; North River Ins. Co. v. Lawrence, 3 Wend. 482 ; 1 Paine R. 406; 5 Cowen R. 572; 4 Price, 65; 3 Bing. N. C. 85 ; 30 Eng. Law and Equi. 127.