101 Mich. 612 | Mich. | 1894
The bill in this case was filed to foreclose a real-estate mortgage executed by the defendants Waldron to the Anchor Life Insurance Company, of New Jersey, January 29, 1872, for $2,500. A bond was given with the mortgage. November 16, 1872, the insurance company assigned the mortgage to Ludlow Patton, of New York, and the assignment was duly recorded November 21, 1872, in the office of the register of deeds of Muskegon county, where the land was situated. This assignment had attached to it the seal of the company, and was signed and executed on behalf of the company by E. C. Fisher, its president. Attached to it was. the certificate of one John Bissell, commissioner for Michigan in New York city. The certificate' stated that Mr. Fisher was known to the commissioner to' be the individual described in, and who executed, the assignment; that he was duly sworn, and stated under oath that he resided in the city of Brooklyn; that he was president of the Anchor Life Insurance Company; that the seal affixed to the assignment was the common and corporate seal of said company, and was affixed thereto by the authority of the company; and that he, as such president, subscribed his name thereto by like authority. January 2, 1873, Mr. Patton and wife assigned the mortgage to Josephus Sooy, Jr., treasurer of the state of New Jersey, “ to have and to hold the same unto the said party of the second part, his successors in office and assigns, for their own use and benefit, as a guaranty to the parties who may be insured in the said Anchor Life Insurance Company." The complainant filed the bill as a successor in office of Mr. Sooy, and as the then treasurer of the state of New
The positions of the defendants the Waldrons are summarized as follows:
(1) The Anchor Life Insurance Company, being a foreign private corporation, was, as to its' rights and powers of alienation of property, governed entirely by the statute law of its domicile, viz., the state of New Jersey.
(2) Being thus domiciled, it had no power to act beyond the territorial limits of that state, or, in other words, its president could not execute any legal document in the name of the corporation in another state.
(3) There was no proof of any statute authorizing such act outside that state.
(4) There was no proof of any statute of New Jersey authorizing the treasurer of that state to take and hold property for the purposes indicated in the assignment, and the words “treasurer of the state of New Jersey," used in the assignment, must be treated as merely descriptiopersonam, and surplusage, and Mr. Sooy’s successor could obtain no rights except upon the execution of an assignment from him.
Decree reversed, with costs of both courts, and decree entered in this Court for the complainant.