Eastern Mill. Co. v. Flanagan
| Decision Date | 18 March 1957 |
| Citation | 130 A.2d 925,152 Me. 380 |
| Parties | EASTERN MILLING COMPANY v. John H. FLANAGAN and Great Eastern Lumber Corporation et al. |
| Court | Maine Supreme Court |
Sanborn & Sanborn, Augusta, for plaintiff.
Robert Lewin and Edward J. Ridge, Portland, for Great Eastern Lumber Corp.
Philip E. Lamb, Gardiner, for Nat. Bank of Gardiner.
Locke, Campbell, Reid & Hebert, Augusta, for Depositors Trust Co.
Before WEBBER, BELIVEAU, TAPLEY, SULLIVAN and DUBORD, JJ.
On motions for a new trial by the defendants to set aside a verdict recovered against them, alleging the following reasons, to wit:
The case was submitted to a jury who found for the plaintiff and assessed damages in the amount of $7,000.
The writ contained two counts in tort, one for interfering with business and contractual rights of the plaintiff and the second alleging a conspiracy to interfere with the business and contractual rights of the plaintiff.
In January, 1954, the Great Eastern Lumber Corporation was the owner of real estate situated in the Town of Gardiner which, by a witten contract of that date, with Brooks Brown, Jr., it agreed to convey to him, or his nominee, for the sum of $16,500.
On the 6th day of February, 1954, the Lumber Corporation in accordance with the terms of this agreement conveyed the property to Brown's nominee, the Progressive Iron Works Realty Corporation, (described in this conveyance as a 'corporation duly organized by law and located at Augusta, Kennebec County, Maine'), upon payment of the agreed sum of $16,500. The deed was delivered to and accepted by the grantee.
This sale was authorized at a special meeting of the Board of Directors of the Lumber Corporation held February 6, 1954. At that meeting John H. Flanagan, in his capacity as president and treasurer, was authorized to execute a proper deed to the Progressive Iron Works Realty Corporation.
It is assumed, because the question has not been raised, that the deed was in proper form and the real estate sufficiently described. It was the plan of the Progressive Iron Works to use the building or buildings, on the property conveyed, to carry on what is referred to in the testimony as an iron business; however, it later found a location in Winthrop, Maine, better suited for carrying on this business, and used it for that purpose.
The property in Gardiner remained idle and unoccupied until the 16th day of August, 1955, when the Iron Works entered into an agreement with the Eastern Milling Company, the plaintiff, to convey to it, the same property, for the sum of $20,000.
The deed to the Iron Works was dated February 6, 1954 and recorded in the Kennebec Registry of Deeds on February 8, of that same year, at 9 o'clock in the morning. The incorporation papers of the Progressive Iron Works were recorded in this Registry on the same morning at about 11 o'clock. An examination of the title during the negotiations between the Iron Works and the plaintiff disclosed this situation and the attorneys involved concluded, wrongly we rule, that this created a flaw or defect in the title.
It is the claim of the plaintiff that at 9 o'clock on the morning of February 8, 1954 the Iron Works was not legally competent or qualified to accept the deed because it did not become a corporation until 11 o'clock on the morning when the incorporation papers were recorded.
While the record is silent as to the steps taken by Progressive to complete its incorporation, the implication is unavoidable that some preliminary work, prior to February 6, 1954, had been done to bring this corporation into existence.
In Clifton Heights Land Co. v. Randell, 82 Iowa 89, 47 N.W. 905, the court there holds that a conveyance to an unincorporated company which takes possession under the deed conveys title which vests in the company subsequently incorporated.
We find that the Iron Works acquired a good title at the time the deed was delivered to and accepted by it.
The law imposed on the Lumber Corporation no duty to inquire into the legal competency of the grantee, nominated by Brown. Under...
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Mortgage Elec. Registration Sys. Inc. v. Saunders, Docket No. Cum-09-640.
...and distributes funds for the benefit of others.” Black's Law Dictionary 1149 (9th ed.2009); see also E. Milling Co. v. Flanagan, 152 Me. 380, 382-83, 130 A.2d 925, 926 (1957) (demonstrating the limited role of a nominee in a contract case). The remaining, beneficial rights in the mortgage ......
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Cushman Bakery, In re, No. 75--1104
...transactions, and as mortgagee in a recorded mortgage, has long been sanctioned as a legitimate practice. Eastern Milling Co. v. Flanagan, 152 Me. 380, 130 A.2d 925 (1957); Amherst Factors v. Kochenburger, 4 N.Y.2d 203, 173 N.Y.S.2d 570, 573 (1958); Richardson v. Stewart, 216 Iowa 683, 247 ......
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Fischer v. Bar Harbor Banking & Trust Co.
...or use of property is an element of tortious interference with advantageous business relationships. See Eastern Milling Co. v. Flanagan, 152 Me. 380, 130 A.2d 925 (1957). In the present case, analogizing to the tort of interference with business relationships is not useful. Neither fraud no......
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Progressive Iron Works Realty Corp. v. Eastern Mill. Co.
...us seeking specific performance of the escrow agreement. On March 16, 1957 we certified our opinion in Eastern Milling Company v. Flanagan (Great Eastern), 152 Me. 380, 130 A.2d 925, in which we set the verdict aside and held that there had been no flaw in the title of Progressive in the fi......