Bradley v. Reppell

• Court: United States State Supreme Court of Missouri
• Writing for the Court: Brace
• Citation: 133 Mo. 545,32 S.W. 645
• Decision Date: 07 November 1895
• Parties: BRADLEY et al. v. REPPELL.

32 S.W. 645 133 Mo. 545 BRADLEY et al.
v.
REPPELL. Supreme Court of Missouri, Division No. 1. November 7, 1895.

CORPORATION — EXPIRATION OF CHARTER — POWERS — MOTION FOR NEW TRIAL — REVIEW.

1. After a corporation's period of existence has expired by force of a general statute (1 Rev. St. 1855, p. 369, § 1), it cannot execute a valid conveyance; and defendant, claiming by adverse possession, and not being party or privy to the deed, is not precluded from questioning the validity of such deed as a link in plaintiff's chain of title, as it is not the act of a corporation de facto.

2. Where the trial court erred in granting a new trial on the grounds set out in the record, the appellate court cannot affirm the judgment on the ground that a new trial was properly awarded for other reasons, unless a counter abstract is filed, as provided by Rev. St. 1889, § 2253, showing the ground upon which the motion was based, and the court's ruling thereon.

Appeal from circuit court, Clay county; E. J. Broaddus, Judge.

Ejectment by T. C. Bradley and others against Joseph H. Reppell. There was a verdict for defendant, which, on motion for a new trial, was set aside, and defendant appeals. Reversed.

Teasdale, Ingraham & Cowherd, for appellant. Hardwicke & Hardwicke and Porter-field & Pence, for respondents.

BRACE, C. J.

This is an action in ejectment in common form to recover the possession of certain lands described in the petition, situate in Kansas City, instituted in the circuit court of Jackson county, taken thence

32 S.W. 646

by change of venue, and tried in the circuit court of Clay county. The answer was a general denial, and a plea of the statute of limitations as to a part of the land, and no claim as to the remainder. Issue was joined by reply. On the trial, at the close of the plaintiffs' evidence, the court sustained a demurrer to the evidence as to the plaintiff T. C. Bradley, and overruled it as to the other plaintiffs, Samuel F. Freeman and the Atlas Investment Company. The trial then proceeded, and, after all the evidence was heard, the issue was submitted to the jury, who returned a verdict for the defendant. Thereupon plaintiffs filed motions for new trial and in arrest of judgment. The motion for new trial, coming on to be heard, was sustained, and the verdict set aside on the following grounds, specified of record: "(9) Because the court erred in refusing to admit as evidence a certified copy of the warranty deed dated August 20, 1880, from the West Kansas City Land Company to Charles W. Whitehead, which certified copy was offered in evidence by plaintiff." "(16) Because the court erred in refusing to admit as evidence the certified copy of the quitclaim deed from the West Kansas City Land Company to Charles W. Whitehead, which is offered in evidence by the plaintiff." From the order sustaining this motion and setting aside the verdict the defendant appeals.

1. By a special act of the legislature approved March 14, 1859 (Sess. Acts 1859, p. 292), the West Kansas City Land Company was incorporated with power "to make contracts, sue and be sued," and to "purchase and hold any quantity of land in Kaw township, in Jackson county, Missouri, not exceeding one thousand acres; to lay the same off into parks, squares and lots, improve, sell or convey the same by deed; to repurchase and reconvey any portion of the same, when necessary in transacting the legitimate business of said company; and purchase and hold any personal property necessary for the purposes above indicated." Nothing was said in the act, either directly or indirectly, as to the duration of the company's corporate existence. By the general law in force at the time this company was thus incorporated, it was provided that "every corporation, as such, has power, to have succession by its corporate name for the period limited in its charter, and when no period is limited, for twenty years." 1 Rev. St. 1855, p. 369, § 1. "And that upon the dissolution of any corporation, the president and directors or managers of the affairs of the corporation at the time of the dissolution shall be trustees of such corporation with full power to settle its affairs." Id. p. 375, c. 34, § 24. The corporation thus chartered was an ordinary business corporation, whose corporate existence, by virtue of these statutory provisions, expired on the 14th of March, 1879, and the two deeds rejected by the court upon the trial were executed after that date in the name and under the corporate seal of the company "by William McCoy, President"; "Attest: Edw. A. Allen, Secretary." The defendant objected to the introduction of these deeds offered in evidence by the plaintiffs as constituting a part of their chain of title, and in support of his objections read in evidence the act of the legislature aforesaid incorporating said company, and it was admitted that said company in whose behalf said deeds had been so executed was the same company by said act incorporated, and that it was never thereafter reincorporated. The defendant's claim of title was by adverse possession, and there is not in the case any question of estoppel to deny the existence of the corporation by reason of the relation sustained by the defendant to the land company, or of any dealings by him, directly or indirectly, with it, or any person connected with or representing it. Why, then, should the defendant be precluded from showing by the law that gave that company its corporate existence that at the time these deeds were made it was dead, incapable of executing a legal conveyance of the real estate in question; and that said deeds were therefore void, and no evidence of title? The answer returned by the counsel for plaintiffs to this question is, "That it is the settled law of this state that a conveyance to or by a corporation de facto can be assailed on the grounds of lack of corporate existence only by the state." This answer does not meet the question, unless it be assumed that a corporation whose corporate existence has expired by the terms of the law which created it still exists as a de facto corporation as to all persons except the state, — an assumption that we think is not sustained by the authorities cited, and is not "the settled law in this state." On the contrary, in this state, as elsewhere, unless otherwise provided by statute, the law is that, where the term of the existence of a corporation is fixed by its charter or the general law, upon the expiration of that term the corporation becomes ipso facto dissolved. It can no longer act in a corporate capacity, and its title to property ceases. 2 Beach, Priv. Corp. § 780; 2 Mor. Priv. Corp. § 1031. In such an event, in this state, the title to its property is by statute devolved upon trustees for the settlement of its affairs and the distribution of its assets (Rev. St. 1855, supra; Rev. St. 1889, § 2513), and thereafter it has no power to make a legal contract or convey property in its corporate name and capacity. It ceases to be a corporation de jure et de facto for the reason that there is no law in force authorizing its existence, and no law by virtue of which it might exist; and no person, unless estopped by his own action, ought to be or can be precluded from showing this fact, apparent on the face of the law itself, without the necessity of any judicial...