{
  "id": 11270255,
  "name": "B. W. EDWARDS et al. v. SNOW HILL SUPPLY COMPANY",
  "name_abbreviation": "Edwards v. Snow Hill Supply Co.",
  "decision_date": "1909-02-24",
  "docket_number": "",
  "first_page": "173",
  "last_page": "176",
  "citations": [
    {
      "type": "official",
      "cite": "150 N.C. 173"
    }
  ],
  "court": {
    "name_abbreviation": "N.C.",
    "id": 9292,
    "name": "Supreme Court of North Carolina"
  },
  "jurisdiction": {
    "id": 5,
    "name_long": "North Carolina",
    "name": "N.C."
  },
  "cites_to": [
    {
      "cite": "116 N. C., 763",
      "category": "reporters:state",
      "reporter": "N.C.",
      "opinion_index": -1
    },
    {
      "cite": "116 N. C., 765",
      "category": "reporters:state",
      "reporter": "N.C.",
      "opinion_index": 0
    },
    {
      "cite": "105 N. C., 136",
      "category": "reporters:state",
      "reporter": "N.C.",
      "opinion_index": 0
    },
    {
      "cite": "130 N. C., 600",
      "category": "reporters:state",
      "reporter": "N.C.",
      "case_ids": [
        11274402
      ],
      "opinion_index": 0,
      "case_paths": [
        "/nc/130/0600-01"
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    {
      "cite": "115 N. C., 246",
      "category": "reporters:state",
      "reporter": "N.C.",
      "case_ids": [
        8651759
      ],
      "opinion_index": 0,
      "case_paths": [
        "/nc/115/0246-01"
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    },
    {
      "cite": "116 N. C., 763",
      "category": "reporters:state",
      "reporter": "N.C.",
      "opinion_index": 0
    }
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  "analysis": {
    "cardinality": 335,
    "char_count": 5931,
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  "last_updated": "2023-07-14T18:55:20.077008+00:00",
  "provenance": {
    "date_added": "2019-08-29",
    "source": "Harvard",
    "batch": "2018"
  },
  "casebody": {
    "judges": [],
    "parties": [
      "B. W. EDWARDS et al. v. SNOW HILL SUPPLY COMPANY."
    ],
    "opinions": [
      {
        "text": "Clark, C. J.\nThe only question raised is as to the valid execution of a mortgage for $2,000 to the defendant from the Snow Hill Supply Company. It is not denied that the money was borrowed for the use of the said supply company, was used in carrying on its business, and is justly due. The corporation was solvent when it executed the mortgage, and no stockholder has ever questioned its validity. The objection comes from other creditors, who insist that this is an unsecured debt, because of an irregularity in the execution of the mortgage.\nThe instrument purported to be a mortgage on real estate, and was duly registered. The attesting clause is as follows: \u201cIn testimony whereof, the said party of the first part has hereunto set their hands and seals, the day and date first above written. F. W. Eaircloth, President (Seal) ; B. W. Edwards, Sec. and Treas. (Seal).\u201d The corporation seal was affixed. There was a witness to the execution of said paper, and upon his examination the clerk probated it and ordered its registration.\nThe mortgage names the \u201cSnow Hill Supply Company\u201d as party of the first part, and it is shown that said company was duly incorporated. Tbe mortgage is regular in all respects, in its body, except tbat it is twice said \u201cthe said Snow Hill Supply Company, of the first part, their heirs and assigns.\u201d But this is merely treating the name of the corporation as a collective noun, which is admissible, and if otherwise, \u201cmala, gram-matica non vitiat\nThis case is very different from Clark v. Hodge, 116 N. C., 763, relied on by appellees, for in that case the text showed that the mortgage was, in truth, that of an individual and not of a corporation. It recited that whereas the corporation was indebted to the mortgagee, \u201cfor which he holds my note to secure the payment of the same, I do hereby convey,\u201d etc., specifying that, on foreclosure, the ten per cent allowed for attorney\u2019s fee should be \u201ccharged to me,\" winding up with \u201cWitness my hand and seal,\u201d signing as president, but with his private seal. Two others signed as secretary and treasurer, and the corporation seal was affixed. The court held that, so far as the signing was concerned, this might be held the deed of the corporation, \u201cbut from the attestation clause, the body of the deed and the conveying words it is clear that this is. the conveyance of D. N. Hitchcock, and not that of the corporation acting through him.\u201d The opposite is the case here, where the words are \u201cthe said party of the first part, in consideration of $2,000 in hand paid,\u201d etc., \u201cby these presents bargains, sells and conveys\u201d; and again it is said \u201cthe Snow Hill Supply Company, the party of the first part, do covenant,\u201d etc., and this reference to the Snow Hill Supply Company, as party of the first part, is again repeated in the body of the deed.\nIn this case the corporate seal was duly attached to the mortgage, but was omitted when first registered, though this was corrected by the register after this action was begun. As the deed recited, both in the conveying and warranty clauses, \u201cthe Snow Hill Supply Company\u201d as \u201cthe party of the first part,\u201d and the attestation clause recites \u201cthe party of the first part hereunto set their hands and seals,\u201d and the paper was in fact duly executed by the officers of the corporation, who signed as president and secretary and treasurer, respectively, and affixed the corporate seal, the validity of the mortgage is not impaired by the failure of the register to record the corporate seal. Heath v. Cotton Mills, 115 N. C., 246; Strain v. Fitzgerald, 130 N. C., 600.\nThe common seal being affixed is prima facie evidence that it was so affixed (and that the mortgage was executed) by proper authority. Duke v. Markham, 105 N. C., 136; Clark v. Hodge, 116 N. C., 765; 1 Devlin Deeds, sec. 341. There is no evidence offered in this case to contradict this presumption. In holding that the mortgage was invalid, and that the debt therein recited was simply an unsecured debt of the corporation, there was error, and the judgment of the court is in that respect\nReversed.",
        "type": "majority",
        "author": "Clark, C. J."
      }
    ],
    "attorneys": [
      "L. V. Morrill for creditors, plaintiff and appellants.",
      "W. C. Monroe, G. V. Cooper and J. Paul Frizzelle for bank, plaintiff and appellee."
    ],
    "corrections": "",
    "head_matter": "B. W. EDWARDS et al. v. SNOW HILL SUPPLY COMPANY.\n(Filed 24 February, 1909.)\n1. Corporations \u2014 Deeds and Conveyances \u2014 Mortgage\u2014Corporate Act \u2014 Mala Grammatics.\nA mortgage made by a corporation, regular in its body in all respects, except that it recites the corporation \u201cof the first part, their heirs and assigns,\u201d is not void, as the name of the corporation is erroneously treated as a collective noun and \u201cmala (jrammatica non vitiat.\u201d\n2. Corporations \u2014 Deeds and Conveyances \u2014 Construction\u2014Validity.\nWhen the attestation clause, the body and the conveying words in a deed purport to make it that of an existing corporation, and-it is signed \u201cF. W. F., President (Seal) ; B. W. E., Sec. and.Treas. (Seal),\u201d has the corporate seal affixed, and has been probated by the clerk of the court, upon examination of an attesting witness, and ordered registered, its validity as a corporate act will be upheld. (Clark v. Hoclge, 116 N. C., 763, cited and distinguished.)\n3. Corporations \u2014 Deeds and Conveyances \u2014 Seal, Failure to Register.\nThe validity of a mortgage made by a corporation, duly signed by its proper officers and otherwise regular, is not impaired by the failure of the register of deeds to record the corporate seal affixed to the instrument.\n4. Corporations \u2014 Deeds and Conveyances \u2014 Seal\u2014Authority Prima Facie.\nThe common seal of a corporation affixed to its conveyance is prima -facie evidence that it was affixed and the conveyance executed by the proper authority.\nActioN from Greene,- beard by 0. II. Allen, J., at chambers in Kinston, upon report of the receiver and referee, 22 December, 1908.\nAppeal by Snow Hill Banking and Trust Company, mortgagee of parties plaintiff.\nL. V. Morrill for creditors, plaintiff and appellants.\nW. C. Monroe, G. V. Cooper and J. Paul Frizzelle for bank, plaintiff and appellee."
  },
  "file_name": "0173-01",
  "first_page_order": 217,
  "last_page_order": 220
}