52 Cal. 192 | Cal. | 1877
The Court erred in admitting in evidence parol evidence of the 'authority of Hamilton and Clark to assign the contract of sale to plaintiff. (Richardson v. The Scott R. W. & M. Co. 22 Cal. 150-158, and authorities there cited; Angell & Ames on Corporations.)
The Court erred in admitting in evidence the assignment (so-called) of the contract of sale, because no authority was shown in Hamilton and Clark to execute the same.
The Court erred in admitting in evidence the so-called deed of conveyance from the “ Silk Center Association ” to plaintiff, because said deed on its face appears to be the deed of one H. Hamilton and Geo. J.. Clarke, and not that of the alleged grantor. (Richardson v. The Scott R. W. & M. Co. 22 Cal. 150-158; Angell on Corporations, ut supra.) Because there was no legal proof of any authority in Hamilton and Clarke to execute the same, the only evidence of their authority being that of Dr. Greaves, as to what occurred at a certain meeting of the stockholders.
J. W. Satterwhite, for the Respondents.
The testimony of Greaves, transcript, shows that the trustees authorized Hamilton and Clarke to execute the instruments objected to by the appellants.
Oral testimony is admissible for that purpose. (Angell and Ames on Corporations, p. 274, note b, sec. 283, note 3, sec. 224; Bay View H. Assc. v. Williams, 50 Cal. 357; Bank of U. S. v. Dandridge, 12 Wheat. 64; 9 Paige, 496; St. Mary’s Ch. v. Caggar, 6 Barb. 576.)
Neither the instrument called the “assignment of the contract of sale,” nor the alleged deed from the “Silk Culture Association ” has affixed to it the seal of the corporation.
Nor was it proved by the records of the corporation that the persons who signed the instruments were authorized to sign or execute them on behalf of the corporation.
When the common seal of a corporation appears to be affixed to an instrument, and the signatures of the proper officers are proved, Courts are to presume that the officers did not exceed their authority, and the seal itself is prima facie evidence that it was affixed by proper authority. (Angell and Ames on Corporations, sec. 224; 1 Kyd. 268.)
But in the absence of the common seal, or of proof of facts and circumstances from which the existence of a resolution of authorization, or of the authority itself, may be inferred, the authority of officers to execute a conveyance can only be established by resolution of the Trustees entered in the proper book of the corporation, which should be in the office of the Secretary. (Angelí and Ames, 283.)
Judgment and order reversed and cause remanded for a new trial.
