42 Mo. 384 | Mo. | 1868
delivered the opinion of the court.
We are limited by the record in this case to the consideration of only one question. The Western Seamen’s Eriend Society, claiming a leasehold estate in certain property situate in the city of St. Louis, made an assignment, in writing, of the lease to the appellants, through an agent appointed by an executive board. Suit was thereupon instituted against the respondents, who were in possession of the property, by an action of ejectment.
The proof shows that this society was incorporated by an act of the Legislature of the State of Ohio. Its general objects and purposes, as stated in the charter, were for “ disseminating moral and religious instruction and other charities among sailors and boatmen doing business on our Western waters,” with full power and authority “to acquire, possess and enjoy, sell, convey and dispose of, property—real, personal, or mixed.” The lease was for a term of twenty-six years and nine months, commencing from the first day of June, 1853. The assignment bears date September 20, 1864.
It was shown that all the business of the society was transacted through the intervention of an executive board, chosen in the manner provided for by the constitution. The board, by resolution duly entered of record, authorized the transfer of the lease in question, and designated the corresponding secretary of the society as its agent for that purpose. The assignment is made in writing by the person appointed for the purpose, and the word “seal,” with a scrawl around it, is attached to the signature. It purports on its face to be subscribed by the society, with its seal attached, although actually signed in the manner before stated. The introduction of this paper being objected to at the trial as incompetent, it was excluded by the court, and the plaintiff submitted to a non-suit.
It is not necessary to discuss the question of the power of this corporation to acquire and hold such real estate as might be necessary to its efficiency in carrying out the objects of its creation.
The prescribed duties and functions of this board, if consistent with the terms of the charter and not in conflict with the laws of the land, are to be taken, when properly performed, as the acts of the society itself.
The authority of the corresponding secretary being sufficiently shown by an attested copy of the proceedings of the board, it remains only to be seen whether the paper which he executed is to be taken as competent evidence of the transfer of the society’s interest in this property. The common-law doctrine that corporations can do no act except by writing, duly attested by the corporate seal, is said to be greatly relaxed in England by the recent decisions, and in this country almost if not entirely repudiated. (Taylor’s Landlord and Tenant, § 127.) However that may be, we think it has no application in the case at bar. The law still seems to be well settled that the common seal of a corporation is to be taken as the only proper evidence of its act in all cases where a seal would be required if the instrument is to be executed by an individual. Or if it has no common seal, and should adopt one for the time being, that would be sufficient when coupled with proof of that fact as well as the authority, of the person acting for the corporation to use it.
But this instrument required no such attestation to establish its validity. It is not requisite that it should possess the characteristics of a deed. Being a note in writing, signed by the agent of the corporation, authorized in the manner required by law, it is clearly within the terms of the second section of the act concerning frauds and perjuries, and must be considered competent evidence for the purpose for which it was introduced. An individual holding such a lease could transfer it without the formalities of a deed, and nothing more ought to be required of a corporation. (R. C. 1855, pp. 806-7.)
The judgment of the Circuit Court must be reversed and the cause remanded.
