Lumbard v. Aldrich

8 N.H. 31 | Superior Court of New Hampshire | 1835

Parker, J.

The objection, taken at the trial, that a corporation ciealed in another state has no right to hold and convey real estate in this state, seems to have been abandoned by the counsel, and evidently cannot be sustained. It is well settled that a corporation created in one government may sue in the courts of another. If foreign corporations may sue here, they must be entitled to the benefit of their judgments, according to the ordinary course of law. They may, therefore, levy on land, in satisfaction of their executions. Our laws have imposed no restraint upon foreign corporations in this respect, and we cannot therefore deny them the same final process that we grant to the citizens of another state when they obtain judgments here. And as that process authorizes a levy upon the land of the debtor, they may of course avail themselves of it to obtain a title to real estate in satisfaction of the execution.

If they may thus acquire a title, it would be exceedingly absurd to say that they might not maintain an action for the possession, or that they could not convey the title thus acquired. And. if they may do this, no sound principle occurs to us by which we can hold that they may not take a title by deed, as well as part with one : — why they may not take land in satisfaction of a debt by agreement, as well as by levy ; — or why the satisfaction of a debt must be the sole consideration for a conveyance. 4 Johns. Ch. Rep. 370, Silver Lake Bank vs. North; 10 Mass. Rep. 91. Portsmouth Livery Co. vs. Watson; 2 Lord Raym. 1532, Henriques vs. Dutch W. I. Company; 2 Kent's Com. 229.

If any evil is to be apprehended in this respect the remedy for the correction of it lies not with us.

The other exceptions to the title of the demandant must prevail. The attempt to pass the title from the bank has been very loosely conducted. There is nothing in the case to show that this piece of land was one of those intended by the directors, except that it was owned by the bank before that time.

If it were shown that the bank was the owner of but two pieces of land in that town, there is a total want of any thing to designate which was to be conveyed to Lumbard, and which to Hilliard. Had the corporation by deed granted “ two pieces of land in Colebrook, N. H., belonging to the bank, one to Lyman Lumbard, and one to James M. Hilliard,” or rather had the bank made a deed to each of these persons, at the same time, purporting to convey “ a piece of land in Colebrook belonging to the bank,-’ there would have been an entire uncertainty what each was to take. Shep. Touch. 250, ch. 12; Perk. sect. 67. Neither could have had an election. There is a similar uncertainty in the present case respecting what the bank intended to convey. ⅝

The power of attorney ought to be as certain as it is necessary for the deed to be which is to be executed by virtue of it, and the tenant has a right to require of the de-mandant to show a title.

There is no evidence that the directors could empower the president to convey. There is no evidence that they had any such authority themselves. There is no pretence that the testimony of the cashier can be received to state what the by-laws are, and the authority conferred by them. That is to be ascertained by the production of the by-laws themselves.

There must, therefore, be

Judgment on the verdict.