Reinhard v. Virginia Lead Min. Co.

• Decision Date: 22 December 1891
• Citation: 107 Mo. 616,18 S.W. 17
• Court: Missouri Supreme Court
• Parties: REINHARD et al. v. VIRGINIA LEAD MIN. CO. et al.

18 S.W. 17

107 Mo. 616

REINHARD et al. v. VIRGINIA LEAD MIN. CO. et al.

Supreme Court of Missouri, Division No. 2.

December 22, 1891.

ESTOPPEL BY DEED — INCAPACITY OF UNINCORPORATED ASSOCIATION TO TAKE LAND.

Where a grantor in good faith and for a valuable consideration conveys lands by deed duly recorded to an association named therein as the grantee, he and his subsequent grantees are estopped to deny the capacity of such grantee to take lands as against it or its grantees, although, owing to a mistake of the attorney, the incorporation of the association was not perfected until after such conveyance.

Appeal from circuit court, Franklin county; RUDOLPH HIRZEL, Judge.

Action by John C. Reinhard and another against the Virginia Lead Mining Company and others to quiet title to lands. Judgment for defendants. Plaintiffs appeal. Affirmed.

J. C. Kiskaddon, for appellants. J. W. Booth and Thos. B. Crews, for respondents.

MACFARLANE, J.

This is a suit in equity to quiet the title to certain real estate of which plaintiffs claim they are the owners. The material facts are undisputed. On the 19th day of December, 1872, Nathaniel Sands and Rowland R. Hazard, in the city of New York, executed and acknowledged in due form a certificate in writing for the purpose of incorporating under the laws of the state of Missouri a mining company, and adopted as the corporate name "The Virginia Lead Mining Company." This certificate of incorporation shows a full compliance with the laws of this state up to and including its proper acknowledgment. Instead of having the certificate recorded by the recorder of deeds of the county, as required by section 2, art. 7, c. 37, Wag. St. p. 333, it was sent to the clerk of the county court for record, where it remained until May 19, 1874, when the incorporators, learning the mistake, had it filed and recorded by the proper officer, and on August 8, 1874, also had a copy filed and recorded with the secretary of state, on which day a certificate of incorporation was issued. It is agreed that the land in suit, on the 28th day of December, 1872, belonged to defendant Amos W. Maupin. On that day Nathan Sands, one of the parties so attempting to incorporate, and representing the supposed corporation, purchased the land from Maupin, paying therefor $2,500. The deed was made to "The Virginia Lead Mining Company" as grantee. This deed was recorded April 22, 1873. On the 28th day of September, 1873, said supposed corporation, by persons representing to be its proper officers, in due form of law made a deed of conveyance of the land to Robert C. Sands, which was recorded June 24, 1874. On the 11th day of December, 1879, defendant Robert C. Sands made a deed purporting to convey said lands to defendant the Missouri Lead Mining & Smelting Company, a corporation under the laws of Great Britain. This deed was recorded December 17, 1879. The last-named corporation conveyed the land to defendants George Hopkins and Samuel Pope, as trustees, to secure certain bonds issued by the company. These parties are all made defendants. On the 28th of November, 1879, a judgment was rendered in the circuit court of said county against the said Maupin. Under an execution upon this judgment the land was sold to Frederick M. Reinhard, to whom a deed was executed June 5, 1885. The said Reinhard died on June 15, 1885, and plaintiffs are his heirs at law. Plaintiffs complain that all the deeds to and from defendants cast a cloud upon their title, and pray that their title be quieted, and said deeds be declared inoperative and void. The organizers of the first corporation were not informed that the articles of incorporation had not been filed and recorded, until May, 1884. Upon making the certificate of incorporation, the parties thereto proceeded to the organization of the board of directors, and elected officers, and thereafter assumed to act as a corporation, under the name of "The Virginia Lead Mining Company." The business was conducted in accordance with the laws governing corporations in the state of Missouri. The error in sending the certificate to the county clerk, instead of the recorder, was made by the attorney of the promoters, and as soon as the mistake was discovered it was corrected. These facts were alleged in the answer of defendant. Upon a trial plaintiffs' bill was dismissed, and judgment was entered for defendants, and plaintiffs appealed.

It is readily seen from the foregoing statement that the controverted question in this case hinges on the proper effect to be given the conveyance from Amos W. Maupin to the Virginia Lead Mining Company. This deed was made and recorded, as also was the certificate of incorporation, long prior to the judgment against Maupin, under which plaintiffs claim title and consequently there can be no question of the want of notice of this deed when plaintiffs' ancestor bought under execution. No offer is made by plaintiffs to refund the purchase money. They rely for relief on the naked legal proposition that the deed from Maupin to the mining company is absolutely null and void, because the corporation, at the time, did not have the capacity to take the title. Defendants, on the other hand, insist that the corporation existed de facto at the time of the execution of the deed, and it therefore passed the title; and that, though it may not have been even a de facto corporation, still Maupin and his grantees are, under the circumstances, estopped to question its validity. Plaintiffs assert their supposed wrongs, and seek relief in a court of equity. They virtually admit that their grantor sold the land in good faith, presumably for its full value, accepted the money, and made a deed, believing at the time that he did, and intending to, part with his title, and vest it in the corporation. The promoters of the corporation purchased the land and paid out their money under the belief that the corporation was authorized at that time to hold the title. They acted, as was supposed, in full compliance with the laws of the state provided for the management of corporations. The demands of plaintiffs do not commend themselves to a court of equity, and unless the court is...