Farrel Foundry v. Dart
26 Conn. 376
Conn.
1857
Check Treatment
Stores, C. J.

On thе general principle of law that real estate must be conveyed according to the laws of the state in which it is situated, the deed from Courtney Schenck to Peter H. Schenck is plainly invalid for the want of the number of attesting witnеsses required by the laws of this state in regard to the mode of making such conveyances, unless, as is claimed by the plaintiff in error, it is validated by the 72d chapter of the acts-of 1855, which provides that “ all deeds and other conveyanсes of real estate in this state, which have been executed and acknowledged in any other state or territory, in conformity with the laws of such state or territory relative to the conveyance of lands therein situated, shall be held and deemed to be as valid to all intents and purposes as if the same had been executed and acknowledged in conformity with the laws of this state.” This claim is, however, in our opinion, clearly unfounded, because thе superior court finds that this deed was executed and acknowledged in the state of New York, and that if the land therеby conveyed had been situated therein, itwould be invalid according to the laws of that state regarding the convеyance of such land, for the reason that it was not, as those laws require, acknowledged before an offiсer who was authorized by the laws of that state to take the acknowledgment of conveyances of land situаted in that state. It does not therefore come within the description of those conveyances which are confirmed by the act relied on. The rule of expounding statutes referred to by the plaintiff in error, by which they may be sometimes extended beyond their words, does not apply to this case, because it is resorted to only in furtherance of the clear intention of the legislature and where the words of an act are not plain or are doubtful. It is thus expressed by Washington, J. in the case of U. States v. Fisher, (2 Cranch, 399.)—“ Where a law is plain and unambiguous, *382whether it be expressed in general or limited terms, the leg islature should be intended to mean what they have plainly ‍‌​‌​‌​​​‌‌‌‌‌​​​​​​​‌​​​‌‌​​‌‌‌​‌​​‌‌​‌‌‌​‌‌​‌​‌‍expressed, and consequently no room is left for construction but if, from a view of the whole law, or from other laws in pari materia, the evident intention is different from the literal import of the terms employed to express it in a particular part of the law, that intention should prevail, for that in fact is the will of the lеgislature.” “ Where the terms of an act” says Ld. C. J. Willes, (Collehan v. Cook, Willes, 397,) “ are doubtful and uncertain, it is proper to enquire what was the intent ©f the legislature, but it is very dangerous for ‍‌​‌​‌​​​‌‌‌‌‌​​​​​​​‌​​​‌‌​​‌‌‌​‌​​‌‌​‌‌‌​‌‌​‌​‌‍judges to launch out too far in searching into the intent of the legislature when they have expressed themselves in plain and clear words.” (See Priestman v. U S., 4 Dallas, 30, n.) In the act now in question we think that the legislature have used terms which are too plain and explicit to admit of the belief that they intended to confirm any deеds executed in another state, not in conformity with our laws, unless both in respect to their execution and acknоwledgment they would by the laws of such state be effectual to convey lands situated there. This disposes of the first question in order which is raised on the assignment of errors in this case.

The other question which it presents is, whether the knowledge of that deed, derived by Johnson from the records of the town of Derby, should constructively be deemed to be noticе of it to the plaintiffs. It appears that he was one of the directors of the plaintiff’s company, but not an аcting agent, of it, that he had no management ‍‌​‌​‌​​​‌‌‌‌‌​​​​​​​‌​​​‌‌​​‌‌‌​‌​​‌‌​‌‌‌​‌‌​‌​‌‍of its business otherwise than as a director, and that he did not inform the cоmpany, or any of its agents, of his having seen the record of the deed until after the plaintiffs attached the premises which it purported to convey. On these facts we think that the present is not distinguishable from the recent casе of the Farmers and Citizens Bank v. Payne, 25 Conn., 444, and must be governed by it. That was a suit by the endorsees of bills of exchange against the acceptor, in which it appeared that' the bills were drawn in favor of one Greene, and accepted by the defendant for the sole accom*383modation of Greene, and for the purpose of enabling him to pay with their avails сertain other bills of exchange which had been previously drawn and accepted in his favor by the same pаrties, and for his accommodation, and negotiated by him,—that the bills in suit were discounted by the plaintiffs’ bank for his benefit and the avails fraudulently appropriated by him for another purpose,—and that when they were so ‍‌​‌​‌​​​‌‌‌‌‌​​​​​​​‌​​​‌‌​​‌‌‌​‌​​‌‌​‌‌‌​‌‌​‌​‌‍drawn and acсepted and until after they were so discounted by and endorsed to the plaintiffs, Greene .was a director of thе bank,—but that he was not present with the board of directors when they were discounted, and had never communicatеd to them or any of the officers or agents of the bank, his knowledge of the purpose for which the bills were made. On the claim of the defendant that the plaintiffs were not bona fide holders of the bills by reason of the knowledge of such direсtor, we adopted the principle that, in order to affect a corporation by the knowledge of оne of its directors, it was necessary that he should have such knowledge while acting officially in its business, unless he was then acting as its agent under and by virtue of some special authority conferred on him other than what he would possess by virtuе of his merely being one of its directors, in which case his knowledge while so transacting its business would affect his principal to the same extent as that of any other agent acting in the business in which he is employed. Johnson is found to have hаd no such special authority, and his knowledge therefore should not be imputed to the plaintiffs.

The result to which we have come on these questions renders it unnecessary ‍‌​‌​‌​​​‌‌‌‌‌​​​​​​​‌​​​‌‌​​‌‌‌​‌​​‌‌​‌‌‌​‌‌​‌​‌‍to consider the others which have been presented in the case.

The judgment of the superior court is affirmed.

In this opinion the other judges concurred.

Judgment affirmed.