Broadwell v. Merritt

• Citation: 1 S.W. 855
• Parties: BROADWELL v. MERRITT.<SMALL><SUP>1</SUP></SMALL>
• Decision Date: 16 November 1885
• Court: United States State Supreme Court of Missouri

1 S.W. 855

BROADWELL v. MERRITT.¹

Supreme Court of Missouri.

November 16, 1885.

ESTOPPEL — DEED — CORPORATE EXISTENCE OF GRANTEE.

The grantor of a deed in favor of a corporation or a body professing to be constituted and acting as such, and any person claiming under him, is estopped to deny the corporate existence of the grantee, and the validity of the deed by reason of such disability of the grantee.²

Appeal from Jackson circuit court.

Ejectment. Judgment for defendant. Plaintiff appeals.

Frank Titus, for plaintiff in error. C. O. Tichenor, for defendant in error.

RAY, J.

This is an action of ejectment to recover certain real estate in Kansas City. One William Little is the common source of title. The defendant, Merritt, is a tenant of the German Building Association of Kansas City. The case was tried by the court, without a jury, and the court, of its own motion, gave an instruction that, upon the admitted facts and evidence in this cause, the finding should be for the defendant.

The German Building Association of Kansas City recorded its articles of association in the recorder's office at Independence on January 8, 1870; the object of forming said association being the accumulation of a fund, by the mutual contribution of its members, which fund was to be used in the purchase of lots and lands, and the building of dwelling-houses, to be sold to its members. Afterwards, in July or August 1873, upon notice to its stockholders, and other preliminary proceedings for that purpose, the business of said association was extended with the view to enable it to loan its accumulated funds, upon real-estate security, upon terms and conditions to be specified by its by-laws, and a certificate of such proceedings was recorded in the recorder's office at Kansas City, Missouri, on September 24, 1873. A copy of said certificate, certified by the recorder, was filed in the office of the secretary of state, September 24, 1873; but a certified copy of the articles of association was not, as we gather from the record, filed in the office of secretary of state until April 19, 1881. During the time embraced in these dates said association was engaged in its said business, in said city, having a board of directors, president, secretary, and a corporate seal. In March, 1872, said association bought real estate, embracing that in dispute, from William Little, paying him therefor between five and six thousand dollars. A warranty deed from Little and wife to said association was taken, and recorded March 28, 1872, and said association took possession, and subdivided the land bought into lots, and afterwards built six brick buildings upon said lots at a cost of $2,600 or $2,700 apiece. Two of the lots, it seems, it has sold. At the time of its purchase it executed a trust deed to secure Little for a part of the purchase money, which was subsequently released by deed of quitclaim. About six years after the execution of his deed to said association, and on May 2, 1878, said Little and wife executed a deed to John S. Harbison for the property for a consideration of $50, and Harbison thereafter deeded to Broadwell, the plaintiff, for a consideration, named in the deed, of $500. The testimony of said Little in regard to said second conveyance, and of Harbison in reference to his conveyances to plaintiff, is brief, and in substance as follows:

Little says: "I executed the deed in evidence to Mr. John S. Harbison. I did not receive $500. I received $50. Mr. Titus brought the deed to me, and asked me to execute it. I told him I would if it was all right. I referred him to Mr. Traber, my attorney. I took the deed to Mr. Traber, my attorney, and he said it was all right for me to sign it. I did sign it, and got the $50. Question. State the purpose for which you gave the deed. Answer. My impression was that somebody had an interest in the land, and wanted a deed to correct something in my former deed."

Harbison says: "I am a practicing attorney at this bar. I am the person who bought the land described in the deed from Little to me, and I sold the property to plaintiff, Boardwell, and executed the deed read in evidence by plaintiff. Mr. Titus and myself office together. Have no other connection. I did not receive from plaintiff $500 in cash. I took his (plaintiff's) note payable in one year after date, and extended the time of payment. I took no mortgage or other security on the land. I didn't ask for any."

The deed from William Little and wife to the German Building Association of Kansas City is prior in date and of record to plaintiff's deeds; and, if valid, passes the title. Its validity is challenged, however, by plaintiff, upon the ground that there was no grantee therein competent to take, because there was no such corporation then authorized, and because of the omission to file the articles or certified copy thereof with the secretary of state. This court has held, in a number of cases, that parties may so deed with a corporation as to be held estopped to deny their legality and incorporation. See Smith v. Sheely, 12 Wall, 361; Kansas City Hotel v. Hunt, 57 Mo. 126; Farmers' & M. Ins. Co. v. Needles, 52 Mo. 17; Ohio & M. R. Co....