174 Ga. 320 | Ga. | 1932
Tlie controlling question presented for determination by the Supreme Court is whether or not there was a valid conveyance of the real estate in question to H. D. Head and E. S. Settle. The deed was signed: “The Jackson Mercantile Company, by J. B. Settle, President,” The plaintiff in error contends that this act of the president of the Jackson Mercantile Company was merely the individual act of the president of the corporation, and was not authorized by the corporation. It is contended therefore that there was no valid conveyance, that J. B. Settle, by virtue of the fact that he was president of the Jackson Mercantile Company, a corporation, had no authority to sell the real estate of the corporation without the express authority of the corporation itself; that before J. B. Settle, president of the corporation, would be authorized to execute deeds or other instruments of conveyance of the real estate belonging to the corporation, it would be necessary for such authority to be conferred on him either by the charter creating the corporation, or by the by-laws, or by the directors or stockholders of the corporation; that no evidence was introduced upon the hearing of the case which gave authority to the president of the corporation from any of the sources mentioned, or from any other source, to execute the deed in question. It is further insisted that the evidence showed that no meeting of the board of directors or of the stockholders of the corporation was called, either to authorize the conveyance of the real estate in controversy or to ratify such conveyance, and that the act of J. B. Settle as president was his. individual act, and not the act of the corporation itself. It is also insisted that the deed was not under seal, so as to purport prima facie to be authority on the part of the corporation to execute the deed. On the other hand the defendant contends that through a course of dealing for a long number of years the corporation had conferred on J. B. Settle, as president of the corporation, authority to execute any notes, deeds, or other papers necessary in the general conduct of the corporation’s business, which authority he did exercise, and that it was sufficient to
In Potts-Thompson Liquor Co. v. Potts, 135 Ga. 452 (4), 460 (69 S. E. 734), it was ruled as we have quoted in our syllabus above. In the decision of the Potts case it was said: “A president of a corporation, merely in virtue of being such, has not power to
The case of Almand v. Equitable Mortgage Co., 113 Ga. 983, 984 (39 S. E. 421), cited by the plaintiff in error, is different in its facts from the instant case. In that case the deed offered and admitted in evidence was objected to because of the absence of the corporate seal, and because it did not appear that the party signing it as president of the corporation was in fact the president. In the present case the evidence established the fact beyond controversy that J. B. Settle was the president of the corporation and the active manager and “head man” of the Jackson Mercantile Company, and had been for more than twenty years. The case of Jenkins v. Boone, 144 Ga. 44 (85 S. E. 1042), is also different in its facts. In the Jenkins ease the single officer of the corporation signing the deed was not the president or chief executive of the corporation, but its secretary and treasurer, and there was no evidence in the case to bring it within the ruling laid down in Garmany v. Lawton, supra. In this case the deed from the Jackson Mercantile Company was signed by its president, J. B. Settle, who was its active head and general manager for a number of years; and we reach the conclusion that the evidence is sufficient to bring the case within the ruling announced in the Potts case, supra; and therefore that the trial judge did not err in admitting the deed in evidence in connection with other evidence in the case, and in refusing the injunction prayed for.
Judgment affirmed.