7 S.E.2d 234 | Ga. | 1940
Decree in favor of the plaintiff in action for specific performance was proper, as against defense alleging defect of title.
1. Whether or not the meeting of the stockholders was held at the proper place, the resolution authorizing a change in name of the corporation having been adopted at a meeting at which all of the stockholders were present, and having been concurred in by all of them, the amendment to the charter so changing the name would as to that question be conclusive both upon the stockholders and *680
the corporation; and for this reason, regardless of collateral attack or other question, it was not subject to objection by the defendant upon the ground that the meeting was not held in the county in which the original charter was obtained and in which the principal office of the corporation was located. See Wood
v. Coosa Chattooga Railroad Co.,
2. Moreover, it appeared without dispute that the corporation which executed the reconveyance as a "release" of the security deed was the identical corporation which as grantee had held the security deed, and for this reason the deed so executed as a reconveyance was a lawful and binding act of the corporation, effectual for the purpose intended, regardless of the difference in name. Rogers v. State,
3. Whether or not the amendment to the charter was valid as to other matters stated therein, the transaction under consideration was in no way affected thereby, and the defendant can not complain. Brown v. Atlanta Railway Power Co.,
4. The affidavit, which was admitted over the objection that it was irrelevant and immaterial, showed the existence of a by-law providing for annual meetings of the stockholders at the principal office in a designated city, "or elsewhere if more convenient and a quorum can attend," but not otherwise limiting or prescribing the place of such meetings. Held, that, regardless of the relevancy or materiality of the affidavit, in view of the other facts of the case its admission in evidence is not cause for a reversal.
5. Under the pleadings and the evidence the defendant's contention as to defect in title was not sustained, and the court did not err in rendering judgment in favor of the plaintiff requiring specific performance.
Judgment affirmed. All the Justices concur.