{ "id": 8696230, "name": "G. F. BASON, Trustee, v. KING'S MOUNTAIN MINING COMPANY", "name_abbreviation": "Bason v. King's Mountain Mining Co.", "decision_date": "1884-02", "docket_number": "", "first_page": "417", "last_page": "424", "citations": [ { "type": "official", "cite": "90 N.C. 417" } ], "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": "20 Minn., 531", "category": "reporters:state", "reporter": "Minn.", "case_ids": [ 8877005 ], "opinion_index": 0, "case_paths": [ "/minn/20/0531-01" ] }, { "cite": "4 Allen, 8", "category": "reporters:state", "reporter": "Allen", "opinion_index": 0 }, { "cite": "9 Gray, 367", "category": "reporters:state", "reporter": "Gray", "case_ids": [ 2080663 ], "opinion_index": 0, "case_paths": [ "/mass/75/0367-01" ] } ], "analysis": { "cardinality": 713, "char_count": 13805, "ocr_confidence": 0.376, "pagerank": { "raw": 3.526712881462649e-07, "percentile": 0.8840934355632317 }, "sha256": "97edb56506ad5f66bf9db98593c86caad77f100015fdab2b7a567f78c7452871", "simhash": "1:976b3fe08d2df88e", "word_count": 2359 }, "last_updated": "2023-07-14T20:11:38.032493+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "G. F. BASON, Trustee, v. KING\u2019S MOUNTAIN MINING COMPANY." ], "opinions": [ { "text": "Sjiith, C. J.\nThe two tracts of land, the subject of controversy and for the recovery off possession of which the present' action was begun on April 10th, 1880, are claimed by the plaintiff under a decree rendered in the superior court of Gaston against the heirs-at-law of one M. A. Moore who purchased the same at a sale made by the sheriff under several executions issued on judgments rendered at spring term, 1876, against the Gaston Mining Company, a corporation formed under the laws of this state. The sheriff\u2019s deed to Moore bears date on Novenir'-ber 18th, 1876. There were numerous rulings in reference to evidence introduced by the plaintiff on the trial of the issue before the jury, to which exceptions, noted on the record, were taken, but it is not necessary in the view we have taken of the case on appeal to consider and decide them.\nThe defendant denied the plaintiff\u2019s title, and admitting possession asserted ownership in itself. *\nIu order to show that no estate passed to the purchaser at the sheriff\u2019s sale, the defendant introduced a deed from Walker, Mackey & Beckwith conveying the premises in dispute to the Gaston Mining, Company, and a deed from the latter, dated on December 3d, 1873, to one George Bull in trust to secure a certain indebtedness of the said company and one George J. Richardson to Walker, Mackey & Beckwith, the former owners and grantors. This deed was admitted to registration upon proof of acknowledgment before a commissioner of this state in the city of Philadelphia, exhibited before the clerk of the superior court of Gaston, adjudged by him to bo sufficient and ordered to be registered.\nThis deed in trust was discharged, and the estate restored to the grantor company by an entry of satisfaction upon the margin of the registry thereof, as directed by the statute. Bat. Rev., eh. 35, \u00a729.\n' \u25a0 The defendant exhibited a second deed from the Gaston Mining Company, made on March 16th, 1874, to B. K. Jamison & Co., in trust to secure coupon bonds to be issued.\nThe defendant also offered in evidence a third deed for the same lands, dated on February 3d, 1875, conveying them to William M. Stewart, in trust to secure coupon bonds to the amount of one hundred thousand dollars under the authority conferred in the act incorporating the said company. Private acts 1874-75, ch. 9, \u00a73.\nThe concluding clause of this deed, which is full and minute, and whereof a copy is attached to the transcript, is in these words r\n\u201c In witness whereof the said Gaston Mining Company have caused this indenture to be signed by their president and attested by their secretary and their common seal to be affixed hereto, the day and year first above written. \u25a0 \u25a0 \u2022\n[l \u201es.] G. C. WALKER, President.\nAttest: George Bull, Secretary.\nSigned, sealed and delivered in presence of George Bull, Secretary.\nThe probate is in tbis form :\nPhiladelphia \u2014 ss .\u2022\nBe it remembered, that on this 2d day of February, 18-75, personally appeared before me, a commissioner of the state of North Carolina, residing in the city of Philadelphia, Gilbert C.\nWalker, president of the above named corporation, who being duly sworn according to law deposcth and saith that he was personally present at the execution of the above written mortgage, arid the common seal of the Gaston Mining Company was duly affixed thereto, that the seal so affixed is the common and corporate seal of the said Gaston Mining Company, and that the above written mortgage was duly scaled and delivered by, as and for the act and deed of the said corporation of the Gaston Mining Company for the uses and purposes therein mentioned, and that the name of this deponent, subscribed to the said mortgage as president of tire said corporation in attestation of the due execution and delivery of said mortgage, is of tbis deponent\u2019s proper bandwriting.\nWitness my hand and seal the day and year [l. s.] above written.\nTheo. D. Rayd,\nCommissioner for North Carolina in Philadelphia, Pa.\nThe probate and registration are as follows:\nN orth CAROLINA, \\ Probate Court. Gaston County. J February 16th, 1875.\nThe foregoing deed and certificate having this day been exhibited before me, E. H. Withers, judge of probate for Gaston county, and it appearing to the satisfaction of the court that the same has been regularly executed and proved before Theo. D. Rand, a commissioner of deeds for North Carolina residing in Philadelphia, Pa., therefore let said deed and this certificate be registered.\nWitne'ss my hand and seal this 16th day of [l. s.] February, 1875.\n(Signed by the clerk as probate judge).\nReceived into office for registration this 16th day of February, 1875, at 4 o\u2019clock i>. \u00a1vt., and forthwith registered.\n(Signed by the register of deeds).\nThe admission of these three deeds from the company was. opposed by the plaintiff for an alleged imperfection in the execution by the corporation, and insufficiency of proof to warrant their registration, and sustained by the court.\nWe have not sot out the form of execution and manner off proving the two former, for the reason that if the latter be free from the imputed defects, it answers as effectually for the purposes of the defence as if all of them were.\nThere was no connection or privity shown to exist between the defendant and any of the grantees, nor any title in him.\nUpon the only issue submitted to the jury, \u201cIs the plaintiff entitled to the possession of the realty described in his complaint?\u201d they were directed by the court if they believed the evidence, to find for the plaintiff.\nWhile the defendant corporation- fails to show any estate in itself or any relation in the trustees in the several conveyances from the Gaston Mining Company, protecting its possession against the claim of the plaintiff', his recovery depends upon his own positive right to have possession, and the proof of such right iu another, to whom he is a stranger in interest, as effectually defeats his action as if shown to be in the defendant. Waiving the question whether upon the facts contained in the record he has shown title to the premises directly or by estop-pel, not reaching to the defendant, in the absence of evidence oi\" its claiming under those to whom it does not apply, and without enquiring whether the debtor company, under the deeds, iff valid, is subject to sale under execution, we proceed to consider what seems to be the essential matter of controversy presented in the appeal, the sufficiency in substance and form of the last deed of the Gaston Mining Company to pass its estate to the grantee-named therein.\nNo reason appearing in the.record is assigned by tire court for refusing to receive the several deeds in evidence to show the divesting of the estate in the lands out of the Gaston Mining Company previous to the sale under execution, upon which was predicated the instruction to the jury, but from the course of the argument we infer it was because the deeds were not in the form prescribed by the Revised Code, eh. 26, \u00a722, which were deemed to exclude every other mode of conveying land by a corporation. The ruling then involves two enquiries:\n1. The legal sufficiency of the deed at common law to pass the estate; and,\n2. The meaning of the statutory provision.\nI. The deed has in our opinion the legal requisites of the common law to operate as a valid conveyance of land.\nThe technical mode of executing the deed of a corporation is to conclude the instrument, which should be signed by some officer or agent in the name of the corporation, with : \u201c In testimony whereof the common seal of said corporation is hereunto affixed,\u201d and then to affix the seal. Ang. & Ames Corp., \u00a7225,\n\u201c If a contract pm-porting to be sealed with the seal of a corporation is offered in evidence, and it is proved to have been signed and executed by the proper agents, the presumption-is that the seal was also regularly affixed by the proper authority, and a contract under seal, executed by an agent, within the seope of his apparent powers, will be held valid and binding upon the \u2022corporation until evidence to the contrary has been adduced.\u201d Morawitz on Corporations, \u00a7169.\nThe common seal of a corporation affixed to the deed is tantamount to a delivery, and suffices, nothing to the contrary appearing, to pass an estate in lands, although there may not have, been an actual delivery to the party. Grant on Corporations, 63; 78 Law Library, 74.\nIn Hutchins v. Bynum, 9 Gray, 367, the deed was held to be sufficiently authenticated whore the clause was: \u201c In witness whereof the said Bristow County Savings Bank, by George Atwood, th.eir treasurer, duly authorized for this purpose, have hereunto set their name and seal,\u201d adding the signature of the treasurer and the corporate seal.\nAnd again, the words, \u201cIn testimony whereof the said party of the first part (the corporation) have, caused these presents to be signed by their president and their common seal to be affixed,\u201d loll owed by the signature of the president and the corporate seal. Haven v. Adams, 4 Allen, 8.\nIn Blackshire v. Iowa Home Co., 39 Iowa, the court say that when the corporate seal and the signatures of the officers executing the deed are proved, the court- will presume the possession <>f authority', and the seal itself is prima facie evidence that it was affixed by' proper authority-.\nWe think it clear from these authorities that the deed from the Gaston Mining Company is properly executed, and it is equally manifest that the proof before the commissioner was amply sufficient to warrant the order of the clerk for registration.\nII. The remaining enquiry is as to the interpretation of the statute, and whether the method there prescribed for the conveyance of land by corporations is exclusive of all others and mandatory in its requirements. The enactment is in these words:\n\u201cAny corporation may convey land and all other property transferable by deed, by deed of bargain and sale or other proper deed sealed with the common seal and signed by' the president, or presiding member or trustee and two- other members of\" the corporation, and attested by a rvitness. Rev. Code, eh. 26, \u00a722.\nIn the Revised Statutes, ch. 26, \u00a71, from which tlii$ clause was transferred, the language is a little different, declaring \u201cthat it shall be lawful for any corporation to convey lands by deed of bargain and sale, sealed with the common seal of said corporation and signed,\u201d &c.\n' In the sections immediately preceding and following that in the Revised Code, the terms are positive and mandatory. No corporation created by letters patent for the purposes herein allowed, shali, under any pretence, engage in banking. Sec. 21. Suits \u00bfigainst a corporation when at law shall be by process of summons, etc. Sec. 23.\nThe service of summons, if against any insurance company, &c., shall be made by leaving a copy, &c. Sec. 24.\nThe other antecedent sections show the same differences of phraseology, indicating the use of the word \u201cmay\u201d in section 22 as in section 17, where the right to hold real estate is conferred, to be in the sense of permitting end authorizing, without impairing the rights and modes of action incident to a corporate body as such.\nIn this view wo are fully sustained by the ruling of the supreme court of Minnesota, in the construction of a very similar enactment. Morris v. Keil, 20 Minn., 531. There, the plaintiff claimed the land upon which the trespasses had been committed, under a deed ending in the rvords:\n\u201c In testimony whereof, the said Oxford Female College has caused these presents to be signed by the president of its board of directors and countersigned by the secretary thereof, and its corporate seal to be hereto affixed, this 3rd day of November, 1868. O. H. Stoddard, Pres. ' \u2018\nJ. H. Hughes, Sec\u2019y.\nThe statute in that state declares that \u201cevery corporation authorized to hold real estate, may convey the same by an agent appointed by vote for that purpose,\u201d and it was insisted in argument that \u201c every other mode of corporate conveyance was excluded.\u201d\nThe court held otherwise, saying: \u201cWe think that the purpose of this provision was to point out one way in which a corporation might properly make a conveyance of real estate, but there is no reason for supposing that the intention was to exclude the other and very common practice of a conveyance by a corporation through one or more of its officers; for instance, its president, secretary, treasurer, instead of through an agent appointed by vote for that particular purpose.\u201d\nWe think our statute should bear the same construction, as enabling in its effect, intended to point out a convenient and certain method for the transfer of real estate, but leaving- still open that provided by the common laiv, and which has been pursued in 'the present case.\nFor this error the judgment must be reversed, and a venire <1<\u2018 novo ordered-, and it is so adjudged. This will be certified.\nError. Venire de novo.", "type": "majority", "author": "Sjiith, C. J." } ], "attorneys": [ "Messrs. Wilson A- Son, Jones & Johnston and G. F. Bason, for plaintiff.", "Messrs. R. IF. Sandifer and Reade, Busbce. & Busier, for defendant." ], "corrections": "", "head_matter": "G. F. BASON, Trustee, v. KING\u2019S MOUNTAIN MINING COMPANY.\nCorporation, deed of, at common laxo and, tinder the statute.\n1. A deed of a corporation, the concluding clause being, In witness whereof the said corporation \u201c has caused this indenture to be signed by its president and attested by its secretary, and its common seal to be affixed/'\u2019 with the signatures and seal, is properly executed as a common law deed.\n2. The statute providing that the president and two other members of a corporation shall sign its deed conveying real estate (.Ke.v, Code, eh. 20, 3221, is an enabling act, and does not exclude the common law method.\nEJECTMENT tried at Fall Term, 1883, of GastoN Superior Court, before Gilmer, J.\nDefendant appealed.\nMessrs. Wilson A- Son, Jones & Johnston and G. F. Bason, for plaintiff.\nMessrs. R. IF. Sandifer and Reade, Busbce. & Busier, for defendant." }, "file_name": "0417-01", "first_page_order": 433, "last_page_order": 440 }