Bank of Malden v. Wayne Heading Co.
| Decision Date | 06 February 1918 |
| Parties | BANK OF MALDEN, Appellant, v. WAYNE HEADING COMPANY, a Corporation, et al., Respondents |
| Court | Missouri Court of Appeals |
Appeal from New Madrid County Circuit Court.--Hon. Sterling H McCarty, Judge.
REVERSED.
Judgment reversed.
Casper M. Edwards for appellant.
Morrell De Reign and Albery De Reign for respondents.
This is an interplea engrafted on an attachment suit. The plaintiff sued on a note by attachment and caused certain personal property of the defendant corporation to be attached. The interpleaders claim this property or an interest in the same under a chattel mortgage executed in their favor by defendants. It is conceded that both parties are creditors of defendant. There was a close run for priority in time as the evidence shows that the attachment was levied and the property taken possession of by the officer at practically the same time the chattel mortgage was being executed.
Conceding however, that the chattel mortgage has priority, the plaintiff claims that such mortgage is void because not filed for record in the proper county. A decision of this question in plaintiff's favor leaves the interpleaders without any title or claim to the property as against the attaching creditor, plaintiff, and is necessarily decisive of the whole case.
The facts are that defendant is a Missouri corporation. Its articles of incorporating, as required by section 3339, Revised Statutes 1909, designate the name of the city and county in which the corporation is to be located, as Malden, Dunklin County, Missouri. The articles of agreement were recorded, as required by the next section, 3340, in Dunklin County as being the county in which the corporation was located. The certificate of incorporation issued by the Secretary of State likewise designated "its permanent place of location" to be Malden in Dunklin County, and this was likewise recorded in Dunklin County as being the county of its organization. [Sec. 2975, R. S. 1909.] The city of Malden is located wholly in Dunklin County, but near the New Madrid County line, and defendant's manufacturing plant and business office in connection therewith are in New Madrid County. It is shown, however, that defendant kept an office in Malden, Dunklin County, where the business meetings of the stockholders and directors were held, where the seal and corporate records were kept and much if not most of its corporate business was transacted. Two writs of attachment were issued, one to each of the sheriffs of New Madrid and Dunklin Counties, and each were served on defendant, the one at its business office in New Madrid County, and the other at its office in Malden, Dunklin County.
The chattel mortgage in question was recorded only in New Madrid County and the question presented is whether such mortgage is void under section 2861, Revised Statutes 1909. That section provides: "No mortgage or deed of trust of personal property hereafter made shall be valid against any other person than the parties hereto, unless possession of the mortgaged or trust property be delivered to and retained by the mortgagee or trustee or cestui que trust, or unless the mortgage or deed of trust be acknowledged or proved and recorded in the county in which the mortgagor or grantor resides, in such manner as conveyances of land are by law directed to be acknowledged or proved and recorded, or unless the mortgage or deed of trust, or a true copy thereof, shall be filed in the office of the recorder of deeds of the county where the mortgagor or grantor executing the same resides." There is no claim that the mortgagee took possession of the mortgaged (and attached) property and the validity of the mortgage depends on its proper recordation.
Our courts have frequently and uniformly held that chattel mortgages not recorded in the county where the mortgagor or grantor resides are void as against other creditors. A chattel mortgage not so recorded is fraudulent and void as to creditors although recorded in another county where the mortgaged property is situated. [Rice, Stix & Co. v. Sally, 176 Mo. 107, 133, 75 S.W. 398; Fahy v. Gordon, 133 Mo. 414, 34 S.W. 881; Ray County Savings Bank v. Holman, 63 Mo.App. 492, 495; Martin-Perrin Mercantile Co. v. Perkins, 63 Mo.App. 310, 314; Bagley v. Harmon, 91 Mo.App. 22.] If, therefore, the residence of the defendant corporation was in Dunklin County, the recording of the mortgage in New Madrid County had no effect in making it valid.
What constitutes and determines the place of residence of a domestic corporation within the meaning of the chattel mortgage statutes as to recording seems not to have come before the courts of this State. Jones on Chattel Mortgages (5 Ed.), sec. 253, says: "The place of residence of a corporation for the purpose of recording a mortgage by it is the place where it keeps its principal office." The only case cited in support is Wright v. Bundy, 11 Ind 398, an old case and one not very satisfactory on this point. 1 Clark and Marshall on Private Corporations says, section 122, that: "The general rule is that the residence or domicile of the corporation within the State is in that county, city or town, and that one only, in which it has its general or principal office and conducts its business." In Pelton v. Transportation Co., 37 Ohio St. 450, the court states the law thus: ...
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