105 Ala. 399 | Ala. | 1894
The appellee deduced title to the premises in controversy through a conveyance purporting to have been executed by “The Scottish American Mortgage Company, Limited,” a corporation having its domicil in Scotland, and by the “Loan Company of Alabama,” a domestic corporation. The conveyance bore a certificate of acknowledgment of execution in due form, purporting to have been made before the United States Consul for Leith, at Edinburgh, Scotland, by the president and secretary of the Scottish American Mortgage Company, whose names are signed to the conveyance, and whom the consul certified were known to him, and that in their official capacity the acknowledgment was made. The conveyance is under a seal purporting to be the seal of the company, and the testimonial clause is in these words : “In testimony whereof the said The Scottish American Mortgage Company, and the said Loan Company of Alabama have caused their corporate seals to be hereto attached by their agents duly authorized and empowered so to do.” This is followed by the corporate seal, opposite which is written “The Scottish American Mortgage Co. Limited, by J. Guthrie Smith, Pres’t.; Robert Benshon, Sect’y;” the persons acknowledging execution before the consul. The appellants made five separate objections to the introduction of the conveyance in evidence. The first was, because there was no evidence that the persons signing the conveyance were the officers they purported to be ; second, there was no evidence that they had authority to sign the name of the company ; third, there was no evidence that they had written authority to sign the name of the company; fourth, that the name of the company does not appear to have been signed by either of them ;' fifth, that on its face the conveyance appears to hav'e been signed by Smith and Benshon, individually, if at all. To the introduction in evidence of the certificate of acknowledgment, the appellants made these several objections. The first was, that there was no sufficient proof that the maker was a United States Consul, or that he was a consular agent of the United States; second ? that the certificate did not
We are without statutory provision regulating the manner in which conveyances by corporations may be executed, or the mode in which they may 'be acknowledged, or probate of the fact of execution and of a certificate thereof. In general terms, the statute declares that conveyances of property, whether absolute or on condition, which are acknowledged or proved according to law, and recorded within twelve months from their date, must be received in evidence in any court without further proof. — Code, § 1798. The officers who have authority within or without the State, or beyond the limits of the United States, to take and certify the acknowledgments or proof of the execution of conveyances, are designated, and the forms of certificate are prescribed. Code, §§ 1799-1804. These statutory provisions are not limited in operation to the conveyances of natural persons ; they must be referred to and construed so as to embrace equally the conveyances of corporations ; otherwise of them there could not be registration, and execution of them could only be proved according to the course of the common law, introducing a distinction between them and the conveyances of natural persons, it is not reasonable and just to presume was within the legislative intent.—Lovett v Steam Saw-mill Association, 6 Paige, 54; Kelly v. Calhoun, 95 U. S. 710. It is not possible that a corporation can execute, or can acknowledge, a conveyance, otherwise than through and by its officers or agents. The testimonial clause'of the conveyance is in the usual formula of a conveyance made by a corporation. The name of the corporation is signed as the grantor, and that which purports to be the corporate seal is affixed. The name of the corporation must be subscribed or signed to the conveyance, and it must be subscribed or signed by an officer or agent having authority in writing.— Standifer v. Swann, 78 Ala. 88; Swarm v. Gaston, 87 Ala. 569. This is the requirement' of the statute. — Code, § 1789. The corporate seal is affixed, and the recital of
The homestead can not be conveyed without the voluntary assent and signature of the wife to the conveyance. The statute provides the only mode in which there can be a manifestation of her voluntary assent and signature, and that is her acknowledgment before an officer having authority to take the acknowledgments of deeds, that she signed the conveyance “ of her own free will and accord, and without fear, constraint or threats on the part of the husband,” and to the conveyance the officer must attach a certificate reciting the facts, the
We find no error in the record, and the judgment must be affirmed.