Apodaca v. Tome Land & Imp. Co. (NSL)
| Decision Date | 14 March 1978 |
| Docket Number | No. 11195,11195 |
| Citation | 577 P.2d 1237,91 N.M. 591 |
| Parties | Mrs. Manuel APODACA, formerly Trini Moya, et al., Plaintiffs-Appellants, v. TOME LAND AND IMPROVEMENT COMPANY (NSL) et al., Defendants-Appellees. |
| Court | New Mexico Supreme Court |
This is an appeal from cause no. 14,849 in the District Court of Valencia County which was a suit to determine rights of the parties to the common lands of the Tome Land Grant or to the proceeds of the sale of those lands. The trial court determined that the plaintiffs' and plaintiff-intervenors'/ appellants' claims to the lands and proceeds were barred by laches and by the defendant's adverse possession of the land.
For purposes of clarification the plaintiffs-appellants will be called Apodaca. They are purported heirs to the Town of Tome Land Grant (Tome Grant). The defendant-appellee is the Tome Land and Improvement Company (Tome Company). The shareholders of Tome Company are also purported heirs of the Tome Grant. Since the issues primarily focus on the actions of the "shareholders" we will refer to them by that label.
Among other things, the court below found as matters of fact (1) that Apodaca either attended or should have been aware of meetings held by the shareholders in Valencia County in which the subject of converting the Tome Grant to a domestic stock-issuing corporation was discussed; (2) that it was common knowledge in Valencia County during 1952 that the shareholders were attempting to ascertain who all the heirs of the Tome Grant were so that stock in the to-be-formed corporation could be issued to them; (3) that Apodaca was aware or should have been aware that the shareholders filed a previous suit (cause no. 6492 Valencia County) in 1952 which purported to determine all of the heirs of the Tome Grant and therefore purported to ascertain all those who had any right, title or interest in the Tome common lands and that Apodaca should have intervened in that suit at the time it was being heard in 1952 and 1953; (4) that a judgment was entered in that case setting forth the purported rightful owners; (5) that a deed was given in 1955 by the trustees of the Tome Grant to Tome Company, a commercial corporation, in which all the owners, as set forth in the judgment, were made stockholders; (6) that Apodaca was guilty of unreasonable delay in waiting from 1955 (when Tome Company incorporated) until 1968 (when the suit below was filed) to assert her rights; and (7) that the shareholders' possession of the land under color of title given to the corporation by the Tome Grant for more than ten years after 1955 gave them title to the land by adverse possession even if their original title was void.
In 1891, the Territorial Legislature breathed statutory life into the community land grants. Ch. 86, §§ 1 et seq., 1891 N.M. Laws 162; Ch. 54, §§ 1 et seq., 1897 N.M. Laws 111. These statutes permitted community land grants to become incorporated and delineated certain rules with which the board of trustees of the incorporated grants had to comply. The Legislature in 1917 repealed these enactments and replaced them with Ch. 3, §§ 1 et seq., 1917 N.M. Laws 27, which have substantially remained the same but with amendments thereto occurring in 1933, 1939, 1961 and 1967. Today, the laws controlling incorporated community land grants are set forth in §§ 8-2-1 et seq., N.M.S.A. 1953 (Repl.1974).
In order to determine the authority of the board of trustees we must look to the statutes which control their actions since this Court has stated in Bibo v. Town of Cubero Land Grant, 65 N.M. 103, 332 P.2d 1020 (1958) that:
(A) community land grant is in the nature of a quasi-municipal corporation and is governed by the rules of law applicable thereto. . . .
The power of the Board of Trustees comes from the statutes providing for its creation. (Emphasis added).
65 N.M. at 105, and 106, 332 P.2d at 1022. The Bibo case cited as authority Merrifield v. Buckner, 41 N.M. 442, 70 P.2d 896 (1937), where it is noted that:
The board of trustees of this grant is a creature of the Legislature, and has only such powers as were conferred by the act creating it. (Emphasis added).
41 N.M. at 447, 70 P.2d at 899.
With this as a backdrop, we must determine whether the actions of the trustees comported with the powers created by statute or conversely whether such actions were ultra vires.
The trial court specifically found:
4. That on or about October 31, 1952 a Complaint and Petition for a Declatory (sic) Judgment was filed in Cause No. 6492 seeking a determination as to who were the rightful owners of interest in and to the common lands of the Grant; that the Notice of Hearing in said cause was published in The News-Bulletin, a newspaper published and having a general paid circulation in the Town of Belen, Valencia County, New Mexico, on March 20, March 27, April 3, and April 10, 1953; and that on November 13, 1953 a Final Judgment and Decree was filed therein determining inter alia the owners of the Grant.
Section 8-2-2, N.M.S.A. 1953 (Repl.1974) enumerates seven powers which incorporated community land grants possess. The seventh enumerated power enacted in 1961 states:
Seventh: By district court action under Rules of Civil Procedure to determine by name the various persons who are the class of owners and proprietors having beneficial interest in land of the grant under their management and control, and to determine persons of the class who are eligible to become owners and proprietors by descent from the class who were determined to be the owners thereof at the time of the incorporation of such grant.
Ch. 158, § 1, 1961 N.M. Laws 573. This revealed the Legislature's intent to allow a board of trustees of a land grant to initiate an action in district court in order to determine heirship to the particular land grant.
In the case at bar the board of trustees of the grant initiated cause no. 6492 in the District Court of Valencia County in 1952. On November 13, 1953, a final judgment and decree was filed which determined the owners of the grant. Since the power of the board of trustees of a grant is derived solely from statute and since there existed no statutory authority for heirship actions until 1961, when the amendment was enacted, the board had no power in 1952 to institute such an action; and the bringing of the suit was ultra vires and void. Therefore, the lower court in cause no. 6492 was without jurisdiction to hear the case and to issue its judgment. The action not being authorized by law, the trial court was without proper jurisdiction to hear the matter. Heckathorn v. Heckathorn, 77 N.M. 369, 423 P.2d 410 (1967). Accordingly, it was error for the lower court in the instant case to consider the invalid judgment of cause no. 6492 as having any effect on this case.
The trial judge in the case at bar specifically found That the (Tome Company) . . . was duly and lawfully formed and qualified as a domestic corporation under the laws of the State of New Mexico on July 29, 1955; and that thereafter Defendant issued a certificate of common stock to certain persons determined to be legal heirs of the Grant.
With such a finding the trial court recognized the authority of a community land grant corporation to convert itself into a private corporation in 1955. However, in 1955 there existed no statutory authority for this action.
Section 8-2-19, N.M.S.A. 1953 (Repl.1974), being Ch. 43, § 1, 1967 N.M. Laws 328, reads in pertinent part:
Conversion of corporations organized under Laws 1891, chapter 86, into general corporations. Twenty (20) or more owners and proprietors of record of a corporation organized under Laws 1891, chapter 86, may prepare proposed articles of incorporation and bylaws and a plan of conversion for the purpose of converting the existing corporation into a corporation organized under the general corporation law of this state. . . . The proposed articles of incorporation and bylaws and the plan of conversion shall be presented at the meeting, and, if approved by a vote of the majority of the owners and proprietors of record present at the meeting, then, upon the filing of the articles of incorporation and bylaws with the state corporation commission and the issuance of a certificate of incorporation, the corporation organized under Laws 1891, chapter 86, is converted into a domestic corporation authorized to do business and entitled to all privileges and immunities of a domestic corporation organized under the general corporation laws of this state.
Hence, in 1967 the Legislature for the first time allowed community land grant corporations to convert themselves into private corporations. Since this was not enacted until 1967 it becomes patently obvious that the trial court's finding that the appellee (Tome Company) was lawfully qualified as a domestic corporation is incorrect and cannot remain undisturbed. As we stated in Bibo, supra, community land grant corporations were created by statute and therefore their powers are derived solely from statute.
Inasmuch as the appellee had no authority to convert itself into a private corporation in 1955, the action is ultra vires and therefore invalid. It may not now be used to confirm that ownership of the land vested in Tome Company and the shareholders.
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... ... ALL APPURTENANCESAND IMPROVEMENTS THERETO and Land Patent for which was recorded in the General Landoffice at ... the true owner of hostile character of possession." Apodaca v. Tome Land & Imp. Co. (NSL), 1978-NMSC-018, 19, 577 P.2d ... ...