67 Ind. App. 493 | Ind. Ct. App. | 1917
This action in ejectment was brought by appellee against appellant to recover the possession of certain described real estate situate in the city of Rushville, and damages for its detention. The complaint is in the usual short form. The answer is a general denial. A trial before a special judge resulted in a general finding and judgment in favor of appellee, that he is the owner and that he have possession of the land. Damages were awarded him in the sum of $195.
From a consideration of all the briefs, we are able to determine that the crucial point in the case is the question of the validity and effectiveness of a certain deed, which on first view appears to have been executed by the Rushville Milling Company, purporting to convey the lands involved to James W. White. To understand the relation of such deed to appellee’s chain of title, a statement of the facts, as shown by the evidence, is essential. It was stipulated in the record that on June 22, 1903, Clark was the owner in fee of the lands involved. Documentary evidence to the following effect was introduced: A warranty deed, dated June 22,1909, executed by Clark and wife, to the Rushville Milling Company; a warranty deed,
“This indenture witnesseth, That the Rush-ville Milling Company of Rush County, in the State of Indiana, convey and warrant to James W. White, of Marion County, in the State of Indiana, for and in consideration of four hundred ($400.00) dollars, the receipt of which is hereby acknowledged, the following described real estate in Rush County, in the State of Indiana, to-wit: Commencing at the southeast corner of lot number five (5) in the original plat of the town, now city of Rushville, Indiana; ■ thence west on the south line of said lot eighty and one-half (80%) feet; thence south eight (8) rods to the center of Flatrock River; thence east three hundred eleven and one-half (311%) feet parallel with the south line of lots three (3) and four (4) in the original plat of Rushville; thence north eight (8) rods to the northeast corner of lot three (3); thence west to the beginning, except that part of real estate situated west of Morgan street, the dimensions •being eighty and one-half (80%) feet east and*497 west and eight (8) rods north and south. Reserving the right for the water to flow undisturbed in said mill race and through the grounds hereby conveyed so long as the Rushville Milling Company or its successor or assigns shall continue to use said water power in any way.
“In witness whereof, the said Rushville Milling Company, by its president, Owen L. Carr, has hereunto set its hand and seal this 31st day of May, 1910..
“(Seal) Owen L. Carr, President.”
The deed contains a proper certificate of acknowledgment.
If said deed was effective to convey to the grantee .named therein the Rushville Milling Company’s title to the lands described, then appellee’s title is not questioned. It is appellant’s position, however, that such deed did not convey title. As we interpret appellant’s contention, it is to the effect: first, that the deed discloses on its face that it is in form Carr’s individual deed rather than the deed of the milling .company, and hence that title remains in the latter; second, assuming that the deed evidences an intention to convey the milling company’s title, that it is not sufficient to accomplish such purpose, since it was executed only by Carr as president, and that the president of a corporation by virtue of his office is not clothed with power to convey the real estate of the corporate body of which he is an executive officer, and that there is nothing to indicate that in the special transaction such power had been conferred on him.
It will be observed that the deed recites that it is the Rushville Milling Company that conveys and war- .
It is contended that if the deed under consideration were intended to be the deed of the corporation, the signature should have been.in.the form: “Bushville Milling Company, By-,” inserting the name and title of the proper and authorized officer who affixed the signature of the corporation. While such form of signature is both logically and technically correct, it is not exclusively so.
In City of Fond du Lac v. Estate of Otto (1902), 113 Wis. 39, 88 N. W. 917, 90 Am. St. 830, where a like contention was made, the court said: “This contention cannot be sustained. While the method suggested would doubtless have been a technically correct method of execution of a corporate obligation, it is now well settled that, where it appears in the body of the instrument that the corporation is the grantor or obligor, then the instrument is well executed by the corporation if signed simply with the signature of the proper officer or officers, with his- or their official title or titles.” See, also, Armstrong, Admr., v. Kirkpatrick (1881), 79 Ind. 527, and cases; Coaling Coal, etc., Co. v. Howard (1908), 21 L. R. A. (N. S.) 1051, note 1061; Hutchins v. Byrnes (1857), 9 Gray (Mass.) 367; Nolen v. Henry (1914), 190 Ala. 540, 67 South. 500; Sherman v. Fitch (1867), 98 Mass. 59; Ismon v. Coder (1904), 135 Mich. 345, 97 N. W. 769; 2 Cook, Stockholders (3d ed.) §722, note 1.
We conclude that the deed in form is the deed of the
Judgment affirmed.
Note. — Reported in 116 N. E. 15. Corporations: implied powers of the president of a corporation, 81 Am. Dec. 137; power of the president of a corporation to sell or mortgage corporate property, see 19 Ann. Cas. 623. As to presumption that contract executed by president of corporation is authorized by corporation, see Ann. Cas. 1917A 360. See under (1) 10 Cyc 1013; (3) 10 Cyc 1003.