Bennett v. Green
| Decision Date | 09 October 1923 |
| Docket Number | 3664. |
| Citation | 119 S.E. 620,156 Ga. 572 |
| Parties | BENNETT, SUPERINTENDENT OF BANKS, ET AL. v. GREEN ET AL. |
| Court | Georgia Supreme Court |
Syllabus by the Court.
General descriptions, such as "all the estate, both real and personal, of the grantor," "all my land in a certain town, county, and state," and "all my land wherever situated," have been held good and sufficient. Where a security deed conveys a certain lease from the lessor to the grantor in such deed, which deed fully describes the lease and the leased premises and contains this provision "Including also all the machinery, equipment, stock in trade and all other assets" of the grantor, the description of such personal property is sufficient.
Said security deed is such a conveyance of title as will defeat laborers' liens upon the property embraced therein, if their creation was junior to this instrument, or if such deed was taken bona fide by the grantee and without notice of such liens.
When the superintendent of banks takes possession of an insolvent bank and its assets for the purpose of liquidating its affairs, he acts in the capacity of a statutory receiver, and a court of equity will enjoin any unauthorized interference with his possession of the assets of such insolvent bank. Especially will injunction in such case lie when the plaintiff also contests the justness of laborers' liens sought to be enforced against the grantor in such security deed and the property therein conveyd.
The court erred in refusing to grant a temporary injunction.
Error from Superior Court, Chatham County; P. W. Meldrim, Judge.
Suit by T. R. Bennett, Superintendent of Banks, etc., and others against Joe Green and another, for an injunction. Judgment for defendants, and plaintiffs bring error. Reversed.
Oliver & Oliver and John Z. Ryan, all of Savannah, for plaintiffs in error.
Gilbert E. Johnson and C. E. Alexander, both of Savannah, for defendants in error.
HINES J. (after stating the facts as above).
1. Is the description of the personal property embraced in the security deed void for lack of sufficiency? The description is as follows: "All of the machinery, equipment, stock in trade, and all other assets of the said Chatham Manufacturing Company." A mortgage must specify "the property upon which it is to take effect." Civil Code 1910, § 3257. No prescribed form is essential to the validity of a deed to lands or personalty. If sufficient in itself to make known the transaction between the parties, no want of form will invalidate it. Civil Code 1910, § 4182. The description of property in a deed is sufficiently certain when it shows what property the grantor intended to convey and makes its identification practicable. Andrews v. Murphy, 12 Ga. 431; Price v. Gross, 148 Ga. 137, 96 S.E. 4. A particular name by which a given piece of realty is generally known will be sufficient to render its identification practicable. Oatis v. Brown, 59 Ga. 711; McAfee v. Arline, 83 Ga. 645, 10 S.E. 441; Johnson v. McKay, 119 Ga. 196, 45 S.E. 992, 100 Am.St.Rep. 166; Wellmaker v. Wheatley,
123 Ga. 201, 51 S.E. 436; Hollywood Cemetery Corp. v. Hudson, 133 Ga. 271, 274, 65 S.E. 777. General descriptions are held good. Nichols v. Hampton, 46 Ga. 253; Thomas Furniture Co. v. T. & C. Furniture Co., 120 Ga. 879, 48 S.E. 333; Duke v. Neisler, 134 Ga. 594, 68 S.E. 327, 137 Am.St.Rep. 250. A deed which conveys all the grantor's interest in real estate in a certain town, without describing the lot separately, is not void for uncertainty. Harmon v. James, 7 Smedes & M. (Miss.) 111, 45 Am.Dec. 296. Descriptions, such as "all the estate, both real and personal, of the grantor," "all my land in a certain town, county, and state," "all my land, wherever situated," "all my right, title, and interest in and to my father's estate at law," and the like, have been held good. Holley's Executor v. Curry, 58 W.Va. 70, 51 S.E. 135, 112 Am.St.Rep. 944, 946; Pettigrew v. Dobbelaar, 63 Cal. 396; Frey v. Clifford, 44 Cal. 335; Austin v. Dolbee, 101 Mich. 292, 59 N.W. 608; Huron Land Co. v. Robarge, 128 Mich. 686, 87 N.W. 1032; Warren v. Syme, 7 W.Va. 474.
A general description of this kind is tantamount to a specific description of each unit composing the whole. So when a grantor conveys all of his property, or all of his property of a particular kind, the description embraces each specific item of the whole or kinds of property conveyed. The description in this security deed, of "all the machinery, equipment, stock in trade, and all other assets of the said Chatham Manufacturing Company," embraces all the machinery, equipment, stock in trade, and all other assets of said company, and is sufficient. The instant case is different from those relied on by counsel for the defendants in error. In Stewart v. Jaques, 77 Ga. 365, 3 S.E. 283, 4 Am.St.Rep. 86, the mortgaged property was described as "one bay mare, two mare mules, one horse mule;" and this court rightly held that such description was too indefinite, for the reason that it would apply to any bay mare, any two mare mules, and to any horse mule." In Reynolds v. Tifton Guano Co., 20 Ga.App. 49, 92 S.E. 389, the mortgage described the property as "seven head of mules and horses," and this description was clearly insufficient. If the mortgage had described the property embraced therein as all the mules and horses of the mortgagor, the case would have been different. In Milner Banking Co. v. Adair, 18 Ga.App. 575, 90 S.E. 170, the property mortgaged was described as "5 black mare mules ranging from 6 to 9 years old and now in my possession at Haralson, Ga., Coweta county, and weighing from 900 pounds to 1,150 pounds;" and it was held that this description was too indefinite to impart notice to a third person, to whom the mortgagor subsequently mortgaged one black mare mule 8 years old and one black mare mule 9 years old, that these two mules were included in the former mortgage. The words of description in the mortgage may be sufficient to create a lien on the property inter partes, and yet be insufficient to impart constructive notice by its record of the lien thereby created. Nussbaum v. Waterman Co., 9 Ga.App. 56, 70 S.E. 259. The description in this security deed, which was duly recorded, was sufficient to impart notice to others of the title thereby conveyed; and the title of the bank thereto is not void for lack of sufficient description.
2. It is next insisted by counsel for defendants in error, that the security deed from the manufacturing company to the bank merely transfers the lease from the railway company to the former, and does not amount to such a conveyance of the machinery and equipment of the grantor as will defeat the liens of the defendants. There is some ambiguity in the subject-matter conveyed by the security deed. It may convey and transfer only a lease embracing the real estate described and the machinery, equipment, stock in trade, and other assets of the grantor; or the purpose of the deed may be to transfer this lease and to convey this personal property. This seems to be the reasonable construction of the instrument, but its true purport and meaning cannot be definitely determined by an inspection of the lease which it not set out in the record. Whatever may be the subject-matter of the security deed, the grantee therein acquired the grantor's interest in and title to the lease; and the grantee thus acquired whatever interest and title the lessee had in these promises and to this personal property. The transfer of the lease put in the grantee the legal title thereto, and gave to it all the right, title, and interest of the lessee in the property leased. This being so, the security deed is such a conveyance of title as would defeat the alleged liens of the defendants on the property therein embraced, if their creation was junior to this instrument, or if such deed was taken bona fide and without notice of such liens. Frazer v. Jackson, 46 Ga. 621; Bennett L. Co. v. Martin, 132 Ga. 491, 64 S.E. 484; Oglethorpe S. & T. Co. v. Morgan, 149 Ga. 787, 102 S.E. 528.
3. The above points are the only ones discussed by counsel for the defendants in error; but the trial judge sustained the demurrer to the petition on the ground that plaintiff had an adequate and complete remedy at law. So it becomes...
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