Barnes v. Suddard
| Decision Date | 15 May 1886 |
| Citation | 7 N.E. 477,117 Ill. 237 |
| Parties | BARNES and others v. SUDDARD. |
| Court | Illinois Supreme Court |
OPINION TEXT STARTS HERE
Appeal from superior court, Cook county.
This was an action of ejectment brought by George H. Barnes, appellant, to recover two certain lots in Chicago. Both parties claim title under Charles D. Fairbanks as a common source,-the plaintiff under a deed executed by Charles D. Fairbanks, September 24, 1881, recorded October 14, 1881, conveying the premises to Achsoh T. Fairbanks, and the defendant, under a deed executed by Charles D. Fairbanks, October 3, 1879, recorded October 11, 1879, conveying the premises to the United States Steam Feed Company, a corporation organized under the laws of the state of Connecticut, and doing business in the city of Boston. The corporation conveyed the premises to Mary E. Gardner by deed dated December 29, 1879, and the title thus conveyed passed by mesne conveyances to the defendant. The deed made by Fairbanks to the corporation, being first in date, must prevail over the second deed executed by the same party, unless the first deed is invalid.
It is contended by appellant that the corporation had no power to acquire or convey the land, and that the deed made to it by Fairbanks is void; and this is the only question presented by the record. In order to determine whether the Connecticut corporation had the power to acquire and convey the lots in question, it will be necessary to examine its charter, and the law of the state where it was organized, and also our own statute in relation to the powers of foreign corporations in this state.
Section 1 of article 3 of the act of Connecticut under which the corporation was organized, is as follows: ‘Every such corporation may hold any property necessary for its purposes, and such as shall be taken in payment of or as security for debts due to it.’ See Rev, St. Conn. 1875, p. 313.
The corporation was organized March 23, 1877, and its certificate of incorporation declares the business of the corporation to be ‘to make and sell feed for horses and cattle under letters patent No. 98,849, dated January 18, 1870, and analogous articles, and to buy and sell and deal generally in such real and personal estate as may be necessary and convenient in the prosecution of said business.’
Section 5 of the Revised Statutes of 1874, entitled ‘Corporations,’ provides that Section 26 of the same act provides that ‘ foreign corporations, and the officers and agents thereof, doing business in this state, shall be subject to all the liabilities, restrictions, and duties that are or may be imposed upon corporations of like character organized under the general laws of this state, and shall have no other or greater powers.’
It appears from the evidence introduced on the trial that the corporation sold Fairbanks the right to make, use, and sell feed for horses and cattle under letters patent No. 98,849 in and for the state of Colorado, and that the deed to the Chicago property was made to the corporation for the right thus sold. So far as appears, this is the only business transacted by the corporation in this state.
From the language of the statute and the charter of the corporation we think it is apparent that the corporation is empowered, in the state where it was organized, to acquire and hold at least such real estate as may be necessary for the transaction of its business, and also such as may be taken in payment of or as security for debts. It is also plain that under section 5 of our statute in relation to corporations, that corporations organized under that statute are authorized to hold so much real estate as may be necessary for the transaction of their business. This section of the statute clearly confers the power on domestic corporations to hold lands; and section 26 of the same statute, as we have seen, provides that foreign corporations shall be subjected...
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