WHITING V. WELLINGTON. 813 �If the case turned upon the record itself, somewhat different and, perhaps, more difficult questions might require to be answered ; but it is imiuaterial whether there was any vote or any record. The rec- ords were the pi'ivate mcmoranda of the bank, to which Kimball had no right to demand access. The estoppel arises from the certificate. �The authorities upon estoppels in pais are numerous and increas- ing. In a recent case in England a statute declared that unless cer- tain things were done no shares of a joint-stock company should be issued excepting for cash, and all which should be issued otherwise should be subject to assessment. Shares were issued as "paid up," and were bought by a bona fide purchaser. The company and its liquidator were held estopped to prove that the statute had not been followed. In re British, etc., Co. 7 Ch. D. 533; S. 0. nom. Burkin- shaw V. Nicolls, 3 App. Cas. 1004. In that case (page 1026) a very able judge says that the doctrine of estoppel in pais is a most equi- table doctrine, and one without which the law of the country could not be satisfactorily administered : �"When a person makes to another the representation, 'I take upon myself to say such and such thinga do exist, and you may act upon the basis that they do exist,* and the other man does really act upon that basis, it seems to me it is of the very essence of justice that, between those two parties, their rights should be regnlated, not by the real state of the facts, but by that conventional state of facts which the two parties agree to make the basis of their action ; and that is, I apprehend, what is meant by estoppel in pais or homologation." �This doctrine has been affirmed by the supreme court in a large clasB of cases where the facts are much more open to public observa- tion than are the votes of a private corporation, in which counties and towns having power to issue bonds upon certain terms and con- ditions are held estopped to prove, as against bona fide purchasers, either irregularity or fraud on the part of their own oiEcers in issuing the bonds, especially if they contain upon their face a certificate that the terms of the law have been complied with. These decisions do not depend upon the negotiable character of the bonds, excepting when there is a question of notice. ComWs v. Aspinwall, 21 How. 539; Moran v. Com. of Miami, 2 Black, 722; Rogers v. Burlington, 3 Wall. 654; Grand Chute v. Winegar, 15 Wall. 355; Com'rs v. Jan- xm.ry, 94 U. S. 202; San Antonio v. Mehaffy, 96 U. S. 312; County of Warren v. Marcy, 97 U. S. 96. So, if a cashier has authority to certify a check, the bank is estopped to say that bis certificate is false in f act. Merchants' Bank v. State Bank, 10 Wall. 604. If a company has issued a certificate of shares, it is estopped to prove against one ��� �
