this express purpose, under statutes or charters conferring and defining their powers, and the methods of executing them; but even in other cases, authority so to act might be implied as auxiliary to their main purpose.' Mechem, Ag. § 64. It is clear, then, that a corporation may act as the agent of another; and, if so, it must be endued with the faculties or instrumentalities to perform the office it is authorized to undertake, and carry out the purposes of its creation. When a corporation engages in a legitimate business, and is authorized by its incorporation to do the things necessary to carry on such business, it is an express grant of power to enable it to effect that object. If it is to be excluded from doing such things because, from the nature of its organization, it cannot act personally, but only through agents, there would be little left in the domain of business it could do. As was said by the court in Hopkins v. Turnpike Co., 4 Humph. 412: "The common-law rule with regard to natural persons, that an agent, to bind his principal by deed, must be empowered by deed himself, cannot, in the nature of things, be applied to corporations aggregate. These beings, of mere legal existence, and their board, as such, are, literally speaking, incapable of a personal act. They direct or assent by vote; but their most immediate mode of action must be by agents." Being a creation of the law,- an artificial person, it can only act by agents, who are its limbs, or instrumentalities to effect the purpose for which it was organized, and to act for it; their act being the act of the corporation, exactly as the act of an individual is his act. As such, upon the principle of the objection raised, it could not make an acknowledgment in person, but it may by its officers; and in such cases its officer affixing the seal is the party executing the deed, within the meaning of the statute requiring deeds to be acknowledged by the grantor. Kelly v. Calhoun, 95 U. S. 711; Association v. Brace, 51 Md. 508; Amer. & Eng. Cyclop. Law, "Acknowledgment," "Corporations. In fact, within the same principle of reasoning, it may be said that a corporation cannot make a deed of its own property; but we know it can, and that the act of its officers in so doing is the act of the corporation. When a corporation is made the agent of another to sell and convey property, it acts through the same instrumentalities as when acting for itself; and the relation between it and its instrumentalities are as one being or artificial person in the performance of its engagement, and involves no delegation of powers. So that, when a corporation is in vested with a power of attorney to sell and convey real property, the person conferring the power knows that the corporation cannot act personally in the matter, but that in performing the engagement it will act through its agents, who for that purpose are its faculties, and whose acts in the discharge of that duty are the acts of the corporation, and as (Supreme Court of Wyoming. Jan. 22, 1890.) BILL OF EXCEPTIONS. 1. Where time is given to present a bill of exceptions, it must appear on the record that it was presented within the time allowed. 2. A bill of exceptions is fatally defective, unless it is certified that it is correct, and that it contains all the evidence, or so much as is necessary to explain the exceptions. Error to district court, Crook county. Anthony C. Campbell, for plaintiff in error. W. S. Metz, for defendant in error. SAUFLEY, J. In this case the plaintiff in error was plaintiff in the district court in an action of replevin. The law and facts were submitted to the court without the intervention of a jury, the trial resulting in findings and a judgment for the defendant. The bill of exceptions filed with the transcript is fatally defective in two respects: 1. On the overruling of plaintiff's motion for a new trial, he asked and obtained time until the 1st day of December, 1887, to present his bill. The record does not anywhere disclose whether the bill was tendered to the court for allowance within the time given. It should affirmatively appear, by a recital of the record, that this was done; otherwise it cannot be considered by this court. 2. It does not appear from the bill that all, or even any, of the testimony heard on the trial of the cause is set forth in the bill. It is not certified to this court as a true or correct bill, nor does the certificate show that it contains so much of the evidence as is necessary to explain all of the exceptions reserved or any of them. The certificate simply is, in substance, that all exceptions taken in the cause were taken at the time the adverse ruling was made, and that all of the proceedings were had and taken in the court below during the judicial days of a regular term of said court. The record being thus defective, the only question cognizable by this court is whether the pleadings are sufficient to support the judgment. We are of the opinion that they are, and the judgment of the district court is therefore affirmed. MENARDI V. OMALLEY. (3 Wyo. 327) (Supreme Court of Wyoming. Jan. 31, 1890.) APPEAL-RECORD. Where a demurrer to the petition is sustained, but no judgment for defendant entered nor final order made, within the meaning of Code Civil Proc. Wyo. § 3128, which provides that a judgment or final order 1aade by the district court may be reversed, vacated, or modified by the supreme court, and afterwards the case is stricken from the docket on motion of plaintiff, the record presents nothing on which the supreme court can act. Error to district court, Johnson county. The plaintiff sued the defendant in the court below, and the defendant demurred tothe petition, alleging that it did not state facts sufficient to constitute a cause of action. The plaintiff, by leave of court, filed an amended petition, and by consent of parties the demurrer already filed was treated as a demurrer to the amended petition. The court sustained the demurrer, and the plaintiff excepted. No further order or entry appears in the record, except the recital that subsequently, on December 10, 1888, the case, on motion of plaintiff, was stricken from the docket of the court. Rev. St. Wyo. § 3128, provides that a judgment rendered or final order made by the district court may be reversed, vacated, or modified by the supreme court for errors appearing on the record. Charles H. Burritt and Henry S. Elliott, for plaintiff in error. J. J. Orr, for defend ant in error. CORN, J., (after stating the facts substantially as above.) The record presents nothing upon which this court can act. Judgment was not rendered for the defendant upon the sustaining of the demurrer, and no final order, within the meaning of section 3128 of the Code of Civil Procedure, appears to have been made. The order sustaining the demurrer did not, in effect, determine the action, and prevent a judgment. The order striking the case from the docket upon the plaintiff's motion either disposes of it finally upon plaintiff's own motion, of which he cannot complain, or leaves it pending in that court, subject to be reinstated upon the docket. If it is still pending, so far as anything appears to the contrary, he may yet amend his petition, and recover judgment. In either case, the plaintiff in error has no standing in this court. The petition in error will be dismissed. VAN DEVANTER, C. J., and SAUFLEY, J., concurred. (3 Wyo. 322) STAMPER v. GAY et al. (Supreme Court of Wyoming. Jan. 27, 1890.) NEGOTIABLE INSTRUMENTS-INDORSEES APPEAL FROM JUSTICES. 1. An indorsee of a note is the legal holder thereof, and may sue on it in his own name, and a denial that he possessed the beneficial interest in it at the time the suit was brought, presents an immaterial issue. 2. A certified copy of the record of a case tried before a justice of the peace is not admissible in evidence when the certificate does not show that the person signing it was justice of the peace at the time of signing, and there is no proof that he was in any way the legal custodian of the record. Error to district court, Albany county. Action by Jesse Stamper against Stephen H. Gay and another to recover on a promissory note. Plaintiff appeals. Brown, Blake & Arnold, for plaintiff in error. H. V. S. Groesbeck, for defendants in error. CORN, J This was a suit brought before a justice of the peace to recover upon a promissory note executed by defendants in error,' bearing date September 1, 1887, and payable to one William Stamper, a brother of plaintiff in error. The note bore the indorsement: "Pay to Jesse Stamper the inside amount. WILL STAMPER.” The defendants, who are also defendants in error here, filed a written answer denying that plaintiff was the owner of the note, and also setting up, by way of defense, that, before any transfer of the note by the payee to plaintiff, Stephen H. Gay, defendant, was served with notice of garnishment, issued out of the justice's court of one JOHN Q. BROOKS, in the county of Carbon, and thereafter, under the order of the court, paid into said justice's court the entire amount due on said promissory note, in certain suits | brought against William Stamper, and that by said payment said note was discharged. The plaintiff interposed a general denial to the new matter in the answer, and a trial re sulted in a judgment for plaintiff. Defendants appealed to the district court, where a jury trial was bad, resulting in a verdict and judgment for the defendants. The plaintiff comes by petition in error to this court. We are of the opinion that the answer of defendants, in so far as it denies that plain tiff was the owner of the note, in the sense of denying that he was the possessor of the beneficial interest in it at the time of the trial, or when suit was brought, presents an immaterial issue. If it was assigned by a special indorsement to him, or by indorsement in blank made by the payee in whose possession it was at the time of such indorsement, and was delivered to him by the payee, he became the legal holder of the note, and as such could sue and recover on it in his own name. Daniel, Neg. Inst. § 1181a; Bliss, Code Pl. § 232. Whether William Stamper was the owner of the note at the time of the alleged proceedings in garnishment is quite a different question. In our view of this case, it will be necessary for us to consider but one of the errors assigned. Evidence was offered by the defendant to show that William Stamper, the payee in the note, became indebted in Carbon county, where he resided, and subsequently left the territory, leaving his debts unpaid; that attachment suits were instituted by his creditors before JOHN Q. BROOKS, a justice of the peace of that county, and that defendants were summoned, as garnishees, to answer concerning their indebtedness to William Stamper upon the note in question; that they answered, and, upon the order of the justice, paid into his court the full amount discharged by reason of the defendants having paid it under the order of the justice's court in these proceedings in garnishment. The judgment of the court below is reversed, with instructions to grant a new trial. VAN DEVANTER, C. J., and SAUFLEY, J., concurred in above opinion. (3 Wyo. 325) BOBURG v. PRAHL et al. (Supreme Court of Wyoming. Jan. 28, 1890.) SPECIFIC PERFORMANCE-ADMINISTRATORS-AR PEAL 1. Under Rev. St. Wyo. § 3008, providing that the "heirs at law or devisees of a person who purchased an interest in land by written contract, and died before conveyance thereof to him, may compel such conveyance as the deceased might have done," the administrator of a deceased vendee cannot sue for specific performance. 2. An exception for irregularity which does. not point out the error complained of is too general and indefinite. 3. Where there is testimony sufficient to sus tain the finding, the supreme court will not inquire into the weight of the evidence. Error to district court, Albany county. Action by Anna M. S. Boburg, as administratrix de bonis non of the estate of John Boburg, deceased, against Fred Prahl and another, for specific performance of a contract for the sale of real estate. From a judgment for defendants, plaintiff appeals. Rev. St. Wyo. § 3008, provides that "the heirs at law or devisees of a person who purchased an interest in land by written contract, and died before conveyance thereof to him, may compel such conveyance as the deceased might have done." due upon the note, and were thereby discharged from all liability thereon. To establish this state of facts they offered in evidence a certified transcript of the justice's docket. The certificate to the transcript was as follows: "The territory of Wyoming, county of Carbon-ss.: I do hereby certify that the above is a full and true copy from my docket of the proceedings had by and before me at my office in Carbon, Carbon county, Wyoming territory, in the above-mentioned action. Dated this 2d day of February, A. D. 1889. [Signed] JOHN Q. BROOKS, Justice of the Peace for Said County and Territory." The introduction of the copy in evidence was objected to upon the ground, among others, that it was not properly authenticated. The proof of records may be made by a copy, and the copy may be of three kinds, and only three: (1) Exemplification; (2) copies made by an authorized officer; (3) sworn copies. 1 Greenl. Ev. § 501. It is plain that this is not an exemplification, nor a sworn copy. Is it one of the second class named, a copy made by an authorized officer, or what is called an "office copy?" That it was not made by an officer specially authorized is clear. But it is well settled in the United States that an officer having the legal custody of public records is ex officio competent to certify copies of their contents, (1 Greenl. Ev. § 507,) and, if admissible at all, it is under this rule of law. Giving this rule its widest possible scope, there must be proof of some character that JOHN Q. BROOKS, at the time of making the certificate, was the custodian of the records desired to be proved. Of this there is no evidence whatever. He does not state it in his certificate. It is not testified to by any witness. John W. Johnson, while testifying on his own behalf, was asked the question, "You may state, if you know, who was justice of the peace at Carbon at that time, in 1887 and 1888," and answered: "I think J. Q. Brooks." This does not tend to show that he was occupying that position February 2, 1889, the date of the certificate. By the statute, an election for justices of the peace was required to be held in November, 1888, and the offcers then elected to enter upon their official duties on the first Monday of the January following; the terms of their predecessors expiring at that time. There is certainly no presumption of his re-election at the November election, 1888. It is true he signed himself, "Justice of the Peace for Said County and Territory;" and from this we might infer that he intended it to be understood that he was justice of the peace at the time of signing the certificate; but it falls far short of proof of such fact. There was no other evidence tending to show that he was justice of the peace, or custodian of these records, on February 2, 1889. The objection to this evidence should have been sustained. This, we think, is decisive of the case. There is noth-paid, and gave judgment for the defendants. ing to authorize the presumption that the jury returned a verdict for the defendants upon any other theory than that the debt was W. H. Fishback, for plaintiff in error. M. C. Jahren for defendants in error. VAN DEVANTER, C. J. This was a suit in the district court of the county of Albany to compel the specific performance of a contract for the sale of real estate. John Boburg, in his life-time, entered into a written contract with Fred Prahl whereby the latter agreed to convey to Boburg certain lots in the city of Laramie upon receipt of a stated consideration, to be thereafter paid in monthly installments. Under the agreement, Boburg took possession of the lots, and made improvements thereon; but before completing the payment of the purchase price he died. The petition, after stating these facts, alleges that Anna M. S. Boburg is the widow of the decedent, and is the duly-constituted administratrix de bonis non of his estate. It also states that she has completed the pay. ments under the contract, has demanded a conveyance from the defendant Prahl, and that he refuses to execute a deed for the premises in question. The defendants answered, and upon the trial the court found that the purchase money had not been fully The plaintiff made a motion for a new trial on the following grounds: "(1) Irregularity in the proceedings of the defendant Fred Prahi, by which the plaintiff was prevented from having a fair trial. (2) That the decision and judgment of the court is not sustained by sufficient evidence, and is contrary to law. (3) Because, the finding and judg-| ment of the court is against the law and the evidence. (4) Error of law occurring at the trial, and excepted to by the plaintiff. (5) Because the finding, decision, and judgment of the court should have been for the plain- | tiff in said cause, and against the defendants. (6) Because the findings. decision, and judgment of the court were given for the defendants, when they should have been given for the plaintiff." The motion being overruled, the plaintiff excepted, and now brings the case here for review. The first and fourth grounds of the motion are too general and indefinite. The irreg-| ularity and error complained of should have been clearly designated. The second, third, fifth, and sixth grounds are not well taken, as will further appear. While the sufficiency of the petition was not questioned in the court below, it is fatally defective. A suit to compel the specific performance of a contract for the sale of real estate cannot be maintained by the plaintiff in the capacity of administratrix. Such suits can only be brought by the heirs at law or devisees of the decedent, and not by the personal representatives. Rev. St. Wyo. § 3008. Even if the plaintiff had sued in her capacity as an heir of the decedent, the petition does not show that she is the only heir; and, if there are others, they should have been made parties. Action by J. M. McDowell against Charles F. Perkins to recover money due for labor. Judgment for plaintiff, and defendant brings error. For former report, see 19 Pac. Rep. 440. G. C. Smith, for plaintiff in error. Brown, Blake & Arnold, for defendant in error. VAN DEVANTER, C. J. This cause was heard by this court, and an opinion rendered therein, at a former term. 19 Pac. Rep. 440. No brief having been filed by the defendant in error, the imperfections in the bill of exceptions, which is contained in the record, were overlooked, and. the attention of the court having been called to this, a rehearing was granted. McDowell brought the action against Perkins in the district court for the county of Albany, to recover for services rendered. The defendant filed a general demurrer to the plaintiff's petition, which was overruled; and later he filed a motion and affidavit for a change of venue to another county, which was also denied. Upon the trial the court found for the plaintiff, and rendered judgment in his favor. The defendant made a motion for a new trial, which was overruled, and, exception being taken to each of these rulings, Perkins brings the case to this court on petition in error. A motion for a change of venue, with the affidavit supporting the same, and a motion for a new trial, are not pleadings, and can only become a part of the record by being incorporated into a bill of exceptions; but neither of these motions is set out therein. The bill recites the filing of the notion and affidavit for a change of venue, the ruling of the * On the trial, the evidence concerning the payment of the purchase price was conflict-court, and the exception thereto, and then ing; and, as there was testimony amply sufficient to sustain the finding, this court will not inquire into the weight of the evidence. Ketchum v. Davis, (Wyo.) 13 Pac. Rep. 15. The judgment of the court below is affirmed. CORN and SAUFLEY, JJ., concurred. (3 Wyo. 328) PERKINS . MCDOWELL. (Supreme Court of Wyoming. Jan. 31, 1890.) RECORD ON APPEAL DEMURRER. 1. A motion for a change of venue, with the affidavit supporting it, and a motion for a new trial, are not pleadings, and can only become part of the record by being incorporated into a bill of exceptions, and this is not sufficiently done when the bill simply recites the filing of the motion and affidavit, and then states that reference is made to them, and the same made part thereof. 2. An erroneous ruling on a demurrer to a pleading is not an error for which a new trial will be granted, under Rev. St. Wyo. § 2652, as the error is not one which occurred on the trial, nor could it be avoided or corrected by a new trial, and a motion for a new trial is not necessary to preserve an exception to such ruling. 3. Where the Christian name of plaintiff is given as "J. M.," and there is nothing in the petition to show that "J. M. "is not his Christian name, a demurrer on the ground that the petition does not state the name of plaintiff cannot be sustained. Error to district court, Albany county. states: "Reference being had to said motion and affidavit of defendant, * ** the same is hereby made a part hereof." The recitals relating to the motion for à new trial are in the same form. It thus appears that the motion for a change of venue and for a new trial were never embraced in the bill of exceptions, and they are not now copied into the bill, as set forth in the record. It is not sufficient for the bill to recite that the motions are made a part thereof, for, as in this case, the recitals may not be true. Such a recital is not an equivalent for the doing of the act which is recited to have been performed. When properly embraced in the bill of exceptions, such motions become a part thereof by reason of being actually copied and set out in the bill at the time of the allowance and signing thereof, and not by virtue of any mere recital like the one in this instance. These motions not being made a part of the record, the rulings thereon cannot be considered by this court. We now come to the question presented by the overruling of the demurrer to the petition. Our statute (section 2652) seems to contemplate that any substantial irregularity or error which could be avoided or corrected by another trial shall be cause for a new trial. An error committed in ruling upon a demur rer to a pleading is not one which occurred upon the trial, or in the proceedings relating thereto, and would in no sense be avoided or corrected by another trial. The plaintiff in error, (the defendant in the court below,) in now objecting to the overruling of his demurrer to the petition, does not complain of any matter connected with the trial, but says that there should have been no trial at all upon this petition. Had a new trial been granted by the district court, the error, if any, in the decision upon the demurrer, would not have been reached, and would still remain uncorrected in the record. It therefore follows that the ruling upon a demurrer to a pleading is not a cause for granting a new trial, and that a motion for a new trial is not necessary to preserve an exception taken to such ruling. In his petition the plaintiff sued as J. M. McDowell, and it is contended that the letters "J. M." do not constitute a name, and that the petition, therefore, fails to state the name of the plaintiff. A demurrer is permissible only when the defect complained of is apparent upon the face of the pleading. While it does not occur frequently, there are many instances where single letters constitute the only Christian name. We cannot, then, judicially know that the letters "J. M." are not a name, and, as the petition does not disclose that the letters "J. M." are not the Christian name of the plaintiff, it follows that there is no defect apparent on the face of the petition in this respect. The petition is otherwise in the usual form of one for work and labor performed, and we perceive no defect in its allegations. The judgment of the court below is affirmed. CORN and SAUFLEY, JJ., concurred. (3 Wyo. 335). WOLCOTT v. BACHMAN. (Supreme Court of Wyoming. Feb. 5, 1890.) VAGRANCY-JUSTICE OF THE PEACE-FALSE IMPRISONMENT-ASSIGNMENT OF ERRORS. 1. As Rev. St. Wyo. § 3647, expressly confers jurisdiction of the offense of vagrancy on justices of the peace, and authorizes the commitment of the offender, such a commitment does not constitute false imprisonment. 2. As errors occurring upon the trial, which are properly grounds for a new trial, can only be brought into the record by a motion for a new trial, and must be included in the motion to bring them to the attention of the supreme court, it is not necessary to separately assign them as error. They are sufficiently included in the assignment that there was error in overruling the motion for new trial. SAUFLEY, J., dissents. F. Mechum, another justice of the peace, in whose precinct the plaintiff in error was acting at the time, carried the sentence into effect by issuing a mittimus, under which the defendant in error was imprisoned. Upon a trial by jury in the district court of the county of Converse, a verdict was returned for the plaintiff, Bachman, assessing his damages at $3,500. The defendant, Wolcott, moved the court for a new trial, alleging in his motion that different errors had been committed by the court during the trial of the cause. The motion being overruled, judgment was entered for the plaintiff upon the verdict. Corlett, Lacey & Riner, for plaintiff in error. H. V. S. Groesbeck, for defendant in error. VAN DEVANTER, C. J. The petition in error contains 15 assignments of error, the first 14 of which relate to alleged errors occurring upon the trial, and the fifteenth is based upon the overruling of the motion for a new trial. Errors occurring upon the trial can only be preserved and fully brought into the record by a motion for a new trial, and, if such errors are not made the basis of a motion for a new trial in the court below, they are waived, and this court cannot consider them. Then, since it is necessary to complain of such errors in a motion for a new trial in order to ultimately bring them to the attention of the appellate court, they should not be separately assigned as error here, but will be sufficiently included in the assignment that there was error in the overruling of the motion for a new trial. This, however, is only true as to such matters as are properly grounds for a new trial, and all other errors in the rulings and decisions of the trial court should be separately assigned as such. U.S. v. Trabing, (Wyo.) 6 Pac. Rep. 721. Without considering the first 14 assignments in this case, we will inquire whether there was error in the overruling of the motion for a new trial. In its charge to the jury, the court gave the following instruction, over the objection of the defendant: “If you find as a fact that this plaintiff was imprisoned in the Albany county jail upon a commitment or mittimus issued by Justice of the Peace Mechum, and you find that the commitment was in pursuance of a supposed or alleged sentence of a justice of the peace sentencing this man to be imprisoned for the alleged crime of vagrancy, if you find those to be the facts, then I charge you that would constitute false imprisonment, as to Mechum, upon its face. You are not trying Mechum. You must further find that Mechum was directed or controlled by this defendant." This instruction assumes that a justice of the peace does not have jurisdiction to commit to the Error to district court, Converse county. This was an action for false imprisonment brought by the defendant in error against the plaintiff in error. The latter, being a justice of the peace in the county of Albany, sentenced the defendant in error to impris-county jail for vagrancy, and in so doing it onment in the county jail for vagrancy without any criminal complaint being made, the defendant in error being at that time before the justice on another charge. W. palpably misstates the law. Our statute (section 3647) specially confers jurisdiction of the offense of vagrancy on justices of the peace, and authorizes the commitment of the offend |