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Where a statute requires that mortgages on per: 1 articles mentioned in the replevin; and ho sonal property shall be recorded in a book to be specially kept for the purpose and says nothing further insisted that if it was not their corpo as to the book in which mortgages on real and per

rate deed, it was sufficient to convey a valid sonal property shall be recorded, and in the con. title to the property to him, inasmuca as the veyance the personal and real property is so blend

said deed was made and executed by, and with ed as to be Inseparable, to require a double record would seem to be an unreasonable construction of the consent of those who at the time were the statute. The record of the mortgage in the members of the company, and that Daniel book kept for recording mortgages on real estnte, Is within a fair construction of the Rhode Island Greene, as the general agent of the company, statute.

was authorized to convey the articles named in

the plaintiff's writ. ERI RROR to the Circuit Court of the United

The defendant objected to the deed as inop. States for the District of Rhode Island.

erative, the Union Steam Mill Company having The defendant in error, Cyrus Butler, in had no corporate existence at the time it was 1838 instituted an action of replevin against executed; and the court decided that the cor. Barrington Anthony, the marshal of the United porate existence was not so proved as to allow States for the district of Rhode Island, to re

the deed to be given in evidence, as the deed of cover from him certain machinery and articles the corporation; but if inoperative, as the cor. used in the manufacture of goods, which had porate deed, it was sufficient and competent to been the property of the Union Steam Mill convey the articles in the replevin to the plainCompany, and which were claimed by the tiff. To this opinion the defendant excepted. plaintiff, under a mortgage alleged to have The defendant also objected to the deed, as been executed to him by the Union Steam Mill it did not appear to have been recorded accordCompany, on the 20th of November, 1837, to ing to the law of Rhode Island regulating the secure to him the payment of sixteen thou: recording of mortgages on personal property, sand four hundred and fifty-nine dollars, loaned prior to the defendant's levy on the goods. to the Company, by Cyrus Butler.

On the back of the deed was the indorse. The defendant in the Circuit Court, the ment of the town clerk of the place where the marshal of the district of Rhode Island, or property was situated, stating that the deed dered the taking of the goods under an execu. I had been "lodged in the town clerk's office, to tion issued out of the Circuit Court of the record, November 20, 1837, at 5 (*425 United States for that district, on a judgment o'clock, P. M., and recorded same day in the against Daniel Greene, William P. Salisbury, record of mortgages in East Greenwich, book and Rufus W. Dickinson; which execution No. 4, pages 49, 50, and 51.” The town clerk 424") had been so levied upon *the goods as is the proper recording officer, by the laws of of said Greene, Salisbury, and Dickinson, for Rhode Island. the purpose of satisfying the debt and costs.

The defendant's counsel objected to the sufThe cause was tried before a jury, in No: ficiency of the certificate as evidence that the vember, 1838, and a verdict and a judgment deed was duly recorded, and produced eviwere rendered for the plaintiff

. The defend. dence that there was a book kept by the town ant prosecuted this writ of error.

clerk, in which mortgages of personal property The matters of law arising in the case were only were recorded; and other mortgages, which presented on a bill of exceptions, taken by the included real estate, were recorded in other counsel for the defendant on the trial.

books kept in the office; and after recording The bill of exceptions stated that the plain the deed in the book of mortgages of real estiff, in support of his title to the articles named tate on the 20th November, 1837, the deed was in the replevin, produced a certain deed dated taken by him to the office of the town clerk, on 20th November, 1837, executed by one Daniel the 14th November, 1838, and was recorded in Greene, as agent for the Union Steam Mill | the book kept for mortgages on personal propCompany, the said company being a corpora- erty. The court decided that the certificate tion, conveying the property of the company, i was sufficient evidence that the said deed was the articles mentioned in the replevin included, duly recorded. The defendant excepted. to the plaintiff on mortgage; and proved the

The case

was submitted to the court on execution of the deed, and produced the act printed arguments by Messrs. Pearce and of the Legislature of Rhode Island, incorpo. Turner and Mr. Atwell for the plaintiff in rating the company, and produced the record of error, and by Mr. Ames, Mr. Tillinghast, and the corporate proceedings of the company, Mr. Green, for the defendant. having duly proved the said proceedings. The For the plaintiff in error it was argued: The execution of the deed of 20th November, 1837, counsel for the plaintiff in error say the deed was in the following form: "Union Steam in question is either the deed of the party exeMill Company, Daniel Greene (L. S.}.” The cuting it, or is no deed. "Two of the neces. plaintiff also produced and read in evidence a sary incidents to a deed,” says Lord Coke (2 deed dated 18th May, 1837, from William P. Thomas' Coke Lit., 272), "are a person able to Salisbury to Daniel Greene, by which all the contract, and by a sufficient name.” In the property of said Salisbury, in the Union Steam deed offered in evidence by the defendant in Mill Company, was conveyed to Daniel Greene. error in the Circuit Court, the grantor is a cor. The plaintiff also proved that Daniel Greene porator, described as such, and using the name was, and had been agent, from the time of the and style of the corporation. formation of the company; and that the deed Individuality is an attribute of corporations to the plaintiff was executed by him, by, and as well as of natural persons. Dartmouth Col. with the consent and authority of the company. lege v. Woodward, 4 Wheat. 636; Kyd on

The plaintiff insisted that the deed of Dan-Corp. 15; 4 Serg. & Rawle, 356. The disiel Greene was the corporate deed of the Union tinction between those bodies and natural per. Bteam Mill Company, and conveyed to him the sons is distinctly marked. 1. Corporations are limited in their powers by the terms of plated by this statute cannot be reached with. their creation. Beatty v. The Lessee of Know-out the record is made in the manner pointed ler, 4 Peters, 152. 2. By the personal irrespon out in the act. The manner of record is, theresibility of their members. The United States fore, an essential part of the law. See State Bank v. The Planters' Bank, 9 Wheat. 907; Laws, 835. 2 Serg. & Rawle, 311; 9 Mass. Rep. 355; 15 The certificate of the town clerk was not in Mass. Rep. 505; 16 Mass. Rep. 9.

itself sufficient evidence that the mortgage in The interest of corporators in the capital question had been recorded, in conformity with stock of a corporation is different from that of the provisions of law; because the expression ordinary copartners. Wood et al. v. Dummer book of mortgages,” used in said certificate, et al. 3 Mass. Rep. 38.

was ambiguous in its character, and might reThe deed was made as the conveyance of the fer to mortgages of real estates, as well as to corporation, and was so received by the grantee. personal property. This ambiguity being ex. If there was no such corporation in existence, plained by evidence, it is apparent that the the persons voting and acting as corporators actual record was not made in conformity with had no legal powers, and there was no one com- the form prescribed by the statute, to wit, in petent to act as a grantor in the deed. a book to be kept by the town clerk, for the

The deed is made, and intended as made, especial purpose of recording therein mortgages not by persons acting in their natural capacities of personal *property. This form is [*427 and as distinct individuals, under the general imperative. 2 Inst. 388; 1 East, 64. It is of 426*] *laws of the land, but by persons acting the essence of the statute, and therefore imperunder the artificial characters of corporators, ative. 1 Burr. 447. And it is not directory with the limited and restricted rights and pow. only, for it makes void the mortgage, when ers conferred upon them by their charter of not recorded. Rex v. Bunningham, 8 Barn. & incorporation. If, then, the party by whom Cress. 29. the deed is supposed, from its language and evi- Although it is the duty of the clerk to record dent intent, to have been made and executed, the mortgage, yet the party claiming under it had no legal existence—was not in esse, by is affected by the misfeasance or nonseаsance what rule of law is it that the deed can be of that officer in the performance of his duty. held to inure to the grantee as a deed of an. Johnson v. Stagg, 2 Johns. R. 510; Beekman other person, possessing a distinct individuality, v. Frost, 18 Ib. 544; Frost v. Beekman, S. C. and different legal attributes ?

1 Johns. C. R. 288. The New York statute is The maxim quando quod ago, non valet ut in its terms like the Rhode Island statute. 18 ago, valeat quantum valere potest, under which Johns. R. 553. courts give to deeds a legal effect, different The subsequent record of the mortgage in from the technical effect of the words of the the proper book, under date of the 14th Nov., instrument itself, does not apply to this case; 1838, was made after the levy by the marshal, because that rule is only applied to the charac- and was consequently void as to that levy. ter of the estate intended to be granted, in or. That record cannot relate back to the time der to effectuate the intention of the parties, when the deed was lodged to be recorded and not to the character of the parties them. (Nov. 20, A. D. 1837), for the statutes of Rhode selves. 4 Cruise Dig., 298–303, and cases there Island make a manifest distinction between cited.

mortgages of real and personal property, mak. The deed cannot be the deed of the copartner. ing the first valid as to subsequent purchasers ship, and thus inure to the benefit of the when recorded or lodged to be recorded, and grantee; because it is under seal, and is execut. the second valid when recorded only. Laws of ed by one partner only in the name of the Rhode Island, 202 and 835. And it is whole, and without a special authority for the further policy of the State of Rhode Island that purpose under the seal of the corporation. Har. no deed, when once left to be recorded, shall ris v. Jackson, 7 Term Rep. 207; 4 Term Rep. be taken from the office of the clerk until the 313. Their subsequent assent to it was as cor. same shall have been by him duly recorded. porators, and not as copartners. At the trial Laws of R. I. 878. it did not appear that the deed had been re- For the defendant in error, it was contended, corded prior to the levy on the property, ac by Messrs. Ames, Tillinghast, and Green, that cording to the act of the General Assembly of the deed of Daniel Greene of 20th November, Rhode Island passed February 1, 1834.

1837, executed by Greene as the agent, and in This statute is remedial in its character, and behalf of the company, was fully competent to was intended by the Legislature to remedy the convey the articles in contest between the par. mischief occasioned by the rule of law as ex- ties to this suit. The Circuit Court decided pounded by the courts, that possession by the that as the legal existence of the corporation vendor of personal property (if such possession was not shown, it was not proved to be the was consistent with the deed) was not evidence deed of the corporation; but as the property of fraud. The construction of such a statute conveyed was that of the individuals represent. should be liberal, to prevent the mischief; or, ed by Mr. Greene, and the deed was made with as said by Lord Coke, the judges shall put the individual approbation of the owners, it was such a construction on a statute as may redress sufficient. This decision was correct. The inThe mischief, guard against subtle inventions dividuals composing the corporation were in and evasions for the continuance of the mis- partnership, transacting business as partners, chief, pro privato commodo, and give life and when the charter was granted. By the charter, strength to the remedy, pro bono publico, ac- the property vested in the corporation, and each cording to the true intent and meaning of the of the corporators are made individually liable law. Heyden's case, 3 Rep. 7; Pierce v. Hop- for the corporate debts. Mr. Greene was the pin, 1 Strange, 253. The full result contem. I agent before and after the charter was granted. If the Union Steam Mill Company were not any other instrument under an assumed dame, & corporation, they were a copartnership. If he is bound by it in the same manner as if he the property in question did not belong to them had executed it in his true name. as a corporation, it belonged to them as a co- The next question is, was the deed sufficientpartnership. This copartnership acted by an ly recorded 1 agent, and always had so acted. The deed in The plaintiff in error objects that this mortquestion was executed by this agent, with the gage deed should have been recorded in a book assent of all the copartners.

for the record of mortgages of personal properThe deed in form purports to be executed by ty only. This question depends on the true the corporation; but if in law there was no cor- construction of the Act of Assembly of Rhode poration, and the property in question was held | Island passed January, 1834. by the corporators as copartners, still the deed The defendant in error contends that this is competent, as their individual act, to convey statute does not apply to a mortgage, (*429 the property;

comprehending real and personal estate, the 428*] *It is not material whether the com- personal being incident to and connected with pany held the property as a copartnership, or the real, both the real and personal forming an as a corporation. If the deed was executed by entire estate. By such a deed the personal the agent of the company, with the assent of would pass as incident to the real, without all the stockholders or copartners, they are being mentioned. If A conveys his cotton bound by it. If they, or an attaching creditor, mill to B, the machinery in the mill will pass could be allowed to set up their title as copart as much as the mill itself, or the land on which ners against the present deed, the charter would it stands, or the dams and flumes which belong become an instrument of the grossest fraud. to the mill, if it be a water mill. See Whitney They hold themselves out to the defendant in v. Olney et al. 3 Mason Rep. 280; Gennings v. error as a corporation, and as such, owning the Lake, Croke Car. 168; Boocher v. Samford, property in question, and having legal authori- Croke Eliz. 113; Yates v. Clincard, Croke ty to convey the same to him by deed of mort. Eliz. 704; Doe v. Collins, 2 Term Rep. 498. gage. Upon the faith of these representations, The mortgage to the defendant in error was the defendant in error parts with his money “of all the machinery in the said factory.” The and takes his mortgage. He is then told that construction of the law relative to recording the parties who made the mortgage in the char. mortgages, which is claimed by the plaintiff acter of corporators, were copartners; and that, in error, would make this deed essentially difas they owned the property as partners and not ferent from what was intended by the parties as a corporation, he takes nothing by his deed. to it. It was a mortgage of real estate, carry.

It is not necessary to pass personal property ing with, as appurtenant to the real estate, the that the conveyance shall be by deed. It may machinery in the mill. The mortgageor has, pass by an ordinary bill of sale, or bill of par by the law of Rhode Island, three years after cels. In this case, the transfer of the goods by the mortgage is foreclosed to redeem. The desale was made by Daniel Greene, and this fendant in error could not have taken the permortgage was assented to expressly by every sonal property out of the mill and sold it. member of the company. Cited, Strod v. Wyse, Under the mortgage the defendant could 7 Conn. R. 214; Coe v. Talcott, 5 Day's Rep. take no possession of the property, but as an 88.

incident to the mill. This possession of the There is a large class of cases in which deeds property was only such an incident; and if not being competent to effectuate the intent of an ejectment were brought, the machinery the parties in the form in which they have been would be recovered as an incident to the mili. drawn, have been construed to operate in an- If, then, the estate conveyed by the mortgage, other way in order to effectuate that intent. personal as well as real, is redeemable as real Thus, it has been decided that a deed which estate; if the general rights and obligations of was intended to operate as a lease and release, the parties to this mortgage be the rights and or bargain and sale, but could not take effect obligations of the parties to a mortgage of real in that manner, should operate as a covenant estate, the defendant in error contends that it to stand seized. 4 Cruise Dig. p. 299, sec. 31. is not to be recorded as a mortgage of personal A deed intended to operate as a bargain and property, under the Act of January, 1834. sale, but which was void for want of a pecun- The object of the act was to give notice of iary consideration, has been held to operate as the existence of the incumbrance. That object a confirmation. Ibid., sec. 32; see, also, Roe v. is answered by a record in one book, as well as Tranmer et al., 2 Wilson Rep., 15; Wallis v. by a record in two. To require a double record Wallis, 4 Mass. Rep. 135; Marshall v. Fish, 6 to be made in the same office, would be requirMass. Rep. 24; Cox et al., v. Edwards, 14 Mass. ing the performance of an idle ceremony, which Rep. 491; 1 Hen. Black. 313; Vere v. Lewis, 3 would be no benefit to those who are entitled Term Rep. 182; Gibson v. Hunter, 2 Hen. to notice, and failure to perform which would Black, 187.

subject an innocent mortgagee to the loss of It is said by the plaintiff in error that if the his property. Union Steam Mill Company had no corporate The defendants in error contend that the proexistence, there was no grantor to the deed. visions of the recording act are only directory This would be allowing a party to take advan to the town clerks—and the law is complied tage of his own fraud. A corporate deed is the with by the recording of the deed in the town form in which the owners of the property chose clerk's office. If recorded in the office of the to convey it, and they are bound by such town clerk, it is all-sufficient. deed in the same manner that they would have The town clerk is the keeper of the records, been had they chosen to convey it under as. and he, of course, knows where to find the recsumed names. If a man executes a bond or lord of any instrument. He alone has a right to search them, at the expense of a party inquir- record! If the town clerk had the exclusivo ing. It is for him to make such arrangements right to search the records, and the community for the recording of papers, as will give him the were dependent on him solely for information best means of making an accurate search. Cited, as to their contents, why the necessity of direct. as to the construction of statutes, in the man ing him as to the place where to make the ner contended for by the counsel for the de record ? fendant in error, (Rex v. Loxdale, 1 Burr. 447; * In conclusion, the statute of Febru- [*431 Rex v. Sparrow, 2 Strange, 1123; Rex v. The ary, 1834, is a remedial statute; the whole must 430*) Inhabitants of Bunningham, 8 Barn. be construed together in order to effectuate the & Cress. 29; Beverley v. Ellis, 102; Brecken- remedy provided, and prevent the mischief ridge v. Todd, 3 Monroe Rep. 54). The defend contemplated by the statute; and the deed in ant in error also contended that according to question was not recorded prior to the levy by the true construction of the act, the mortgage the plaintiff in error on the articles named in was properly recorded in the record of mort- the writ of replevin of the defendant in error, gages of personal property. The book of mort- in conformity with the provisions of said statgages of real estate is wholly unknown to the ute. registry laws of Rhode Island. The law does not contemplate mortgages of real estate to be Mr. Justice M'Lean delivered the opinion of recorded in one book, and absolute deeds in the court: another. It makes no distinction between them; This case is brought before this court by a nor between mortgages, and any other convey. writ of error to the Circuit Court of Rhode ance of real estate.

Island. The defendant in error further contends that The defendant, Cyrus Butler, commenced an the certificate of the town clerk is conclusive action of replevin against the plaintiff in error, evidence of the facts therein stated.

for various articles of personal property speciHe alone is the recording officer. He alone is fied in the writ of replevin, and claimed by him entitled to the custody of the records, and he under a mortgage dated the 20th day of Novem. alone is the certifying officer. See Laws of ber, 1837. The defendant had taken possession Rhode Island, 878. He certifies the day and of the property, by virtue of an execution dithe hour when the mortgage was left for rec- rected to him as marshal, on a judgment against ord. His certificate of this fact, and of the fact the mortgageors. that the record has been made, cannot be con- On the trial, certain exceptions were taken to tradicted. Cited, Tracy v. Jenckes, 15 Pick- the rulings of the court, which bring the quesering's Rep. 465; Frost v. Beekman, 1 Johns. tions decided before this court. Ch. Rep. 288.

The mortgage was executed by one Daniel The counsel for the plaintiff in error, in re- Greene, as the agent of the Union Steam Mill ply, denied that a deed or any other convey Company, said company being a manufacture ance, purporting to be executed by a corpora- | ing corporation, conveying to the plaintiff betion, and using such terms as are proper to con low certain lands, with a woolen mill and other vey property, could be taken as the joint deed buildings, with the machinery in said mill, etc. of these individual corporators. Nor could such And the incorporating act and several acts a deed be made to operate as

a joint deed amendatory thereto were read in evidence. of the individuals, on the ground that the cor- And also a deed from William P. Salisbury to porators had committed a fraud by holding the said Greene, dated the 18th May, 1837, conthemselves out as capable of making such a veying all bis interest in the real and personal deed.

property of the Union Steam Mill Company. Nor could the deed operate as an estoppel. And it was proved that Daniel Greene, who

An estoppel does not bind a stranger. Co. executed the deed first aforesaid, was, and had Lit. 352 a. An estoppel does not bind mere been from the time of the formation of said strangers, or those who claim by title para company, the general agent, and, as such, had mount the deed. It does not bind persons made all purchases and sales for the company; claiming by an adverse title, etc. Carver v. and that the deed was executed by him with Astor, 4 Peters, 83.

the consent and authority of said company: Simply recording a mortgage in the town and also by and with the consent and authoriclerk's office in any book would not, in the ty of the persons who, at the time of the ex. judgment of the General Assembly, have ac- ecution thereof, were members of said comcomplished this object; because, in practice, the pany. records in the town clerk's office are open at all The court decided that the said corporation convenient hours to public inspection; are was not so proved as to entitle the deed to be searched, as matter of right, by every freeman read to the jury as the deed of the said corpoand freeholder; and the town clerk himself is ration; but that the deed was good to convey a not exclusively entitled to their perusal, al- valid title to the articles named in the writ of though when called upon to search the same he replevin. To this decision the counsel for the is by law entitled to certain fees. We believe defendant excepted. + his practice to be common to every State in the And it was further objected to said deed that Union. The Legislature were well aware of it did not appear that the same has been reits existence in Rhode Island; and in passing corded prior to the defendant's levy on the arthe act in question, they manifestly intended ticles by the writ of replevin, in conformity to that the record of mortgages of personal prop- the statute on the subject. The counsel for the erty should be so made that every person in- plaintiff produced and read to the court an in. terested might know with certainty where to dorsement on the back of said deed, signed by look for it. If it were not so, where was the the clerk of the town of East Greenwich, in necessity of prescribing the mode and place of the words and figures following, to wit: “Lodged in the town clerk's office, to record, | subject of executing *the mortgage, by ('433 Nov. 20th, 1837, at 5 o'clock P. M., and re- a formal note, addressed by R. W. Dickinson. corded same day in the records of mortgages as clerk, to Daniel Greene, and another to himin East Greenwich, book No. 4,” etc.

self. 432*] *It was proved that the said clerk In their business proceedings, generally, as kept a book in which all mortgages of personal well as in the execution of the mortgage, these property only were recorded; and all other individuals assumed to act as a corporation. mortgages, which included real estate, were re- But they were not authorized to act in this corded in other books, kept in the office. After ca pacity. This fact must be taken as granted, the deed was recorded, it was taken away by at least so far as the decision of the present the plaintiff below; and afterwards, on the case. 14th November, 1838, was returned by him to And here a question arises, whether the acts said office, when it was recorded in the book of these individuals, in their assumed character kept for mortgages of personal property. And as corporators, are void. May they hold themthe court decided that said certificate was suf.selves out to the world as entitled to certain ficient evidence that the deed was duly re-corporate privileges, when they were not so corded. To which decision the defendant ex. entitled, and afterwards avoid their contract cepted.

on this ground? This would be a somewhat The above exceptions present two points for new, and certainly a most successful mode of examination:

practicing fraud. It would be enabling a 1. Whether the mortgage deed was valid. party to take advantage of his own wrong. 2. Whether it was duly recorded.

As the present controversy involves only the To the decision of the court that the evi- right to the personal property named in the dence did not show that the stockholders had deed of mortgage, it is not necessary to conorganized themselves under the act of incorpo- sider the validity of that instrument beyond ration, so as to enable them to execute a cor- the effect it has on this property. porate deed, there was no exception. This It is a well settled rule, though a very techruling of the Circuit Court is not, therefore, nical one, that one partner cannot bind his cobrought before this court.

partner by deed. And it is equally well The deed of mortgage purports to be exe- settled that one partner may dispose of the cuted by the corporation. The Union Steam personal property of the firm. Mill Company is the name of the corporation; In this case, had an absolute sale and delivand on the face of the deed, the company is ery of this property been made by Greene, no stated to have been legally incorporated. Dan- one, in the absence of fraud, could have quesiel Greene, as the agent of the com any, and tioned the title of the purchaser. But the in its name, signed the deed, and affixed to it mortgage was executed under seal, and Greene, the seal of the corporation..

it is alleged, could not bind his partner by deed. And the counsel for the plaintiff in error in- That these individuals, not being responsible sist that this mortage can only be operative as on their contracts as a corporation, or liable as the deed of the corporation. That if it be not copartners, is too clear to admit of doubt. The the deed of the corporation, it is no deed. And property of the company, both real and perthat in no sense can it be considered the deed sonal, was vested in them, and they controlled of the stockholders of the Union Steam Mill its entire operations. Company, as partners, independent of the act The mortgage deed was executed on the 20th of incorporation.

of November, 1837. And it appears from the This, it is said, would be giving a different record that Greene and Dickinson unanimously effect to the deed from that which was intended resolved that the mortgage should be executed by the parties who executed it: They bind by Greene, as agent of the corporation. And themselves as corporators, and convey, as such, it was accordingly executed on that day. the property of the corporation; and to hold Now, that one partner may bind his copartthat the deed binds them in any other capacity, ner by deed, if he be present and assent to it, or conveys the property in any other, would is a well established principle. not only essentially vary the terms of the deed, The signature and seal of Greene are affixed as clearly expressed upon its face, but it would to the mortgage; and that this was done with be a fraud against the creditors of the com- the assent of his copartner, Dickinson, is unpany. And it is also insisted that the deed, questionable. But was Dickinson present at being under seal, and executed by only one of the execution of the mortgage, and did he then the partners, cannot bind the company. assent to it? We think the facts in the record

From the record it appears that this com- will warrant such a conclusion. The resolve pany did business before the act of incorpora of the partners to give the mortgage, and the tion was passed, and that Daniel Greene acted execution of it, bear the same date, and may as its agent. And that after the deed of Wil well be considered the same transaction. This liam P. Salisbury, conveying to the company seems to be the fair result of the facts stated, all his interest in the property, in May, 1837, and must be received as prima facie evidence of Daniel Greene and R. W. Dickinson composed the due execution of the deed. the stockholders of the company. And it ap- These facts are liable to be rebutted by any. pears, after they assumed their corporate func- one who questions the validity of the deed. tions, much formality was observed in the *All those parts of the deed which re- [*434 record of their proceedings.

fer to the corporation, including the corporate Greene acted as chairman and Dickinson as seal, may be rejected as surplusage, which do secretary: motions were made, and, as it would not vitiate it. They are considered as merely seem, were unanimously decided. A special descriptive, and being false in fact, can have meeting of the stockholders was called, on the l no effect on the deed.

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