Ryan v. Martin

• Citation: 91 N.C. 464
• Court: North Carolina Supreme Court
• Decision Date: 31 October 1884
• Parties: W. H. RYAN, Trustee, v. B. T. MARTIN and others.

91 N.C. 464

W. H. RYAN, Trustee,

v.B. T. MARTIN and others.

Supreme Court of North Carolina.

October Term, 1884.

OPINION TEXT STARTS HERE

EJECTMENT, tried at July Special Term, 1884, of GUILFORD Superior Court, before Graves, J.

The plaintiff bought the land in dispute at a sheriff's sale under a judgment and execution (obtained in a suit begun by attachment under the law as it existed prior to the C. C. P.) against the Deep River mining company; and with a view to conclude the defendant from denying the title of said company, and to obviate the necessity of showing title out of the state the plaintiff put in evidence the transcript of the record of a suit in Rowan superior court, of B. T. Martin (defendant in this case) against the said company, which showed a judgment in favor of Martin, and the same was docketed in Guilford county and executions issued thereon, and returned.

The plaintiff then proposed to prove by the sheriff that he had a vend. ex. from Rowan on this Martin judgment, which was lost, under which he had made sale of the lands sued for, subsequent to the sale of the plaintiff, and that Martin was the purchaser. On objection, the court excluded the proof, but allowed the sheriff to state that he sold the land and Martin became the purchaser, to whom he executed a deed. Defendant excepted.

The plaintiff then proved that the lands levied on were the same that was sold and conveyed to plaintiff, and the same that was described in the complaint and in the deed of the sheriff to Martin.

The plaintiff, on objection, was allowed to prove by what names the said company was called, to-wit, sometimes the “Deep River mining company,” and sometimes the “Deep River copper mining company.” Defendant excepted upon the ground that parol evidence was not admissible for such a purpose, and also that the existence of such company, under which plaintiff claims, had not been shown by a charter or an organization; and that its existence not being thus proved, it had no capacity to hold and have title to land, and therefore the sheriff's sale and deed to plaintiff conveyed no title, and the deed was void; and further, that the doctrine of estoppel does not apply in this case, and the plaintiff must show title out of the state to enable him to recover.

His Honor, being of opinion against the defendant, instructed the jury accordingly. Verdict and judgment for plaintiff, and appeal by defendant.

Messrs. Morehead, Staples and Batchelor & Devereux, for plaintiff .

Messrs. Scott & Caldwell, for defendant .

MERRIMON, J.

The defendant contended, that it did not appear by any proper evidence that the Deep River mining company had any corporate organization or capacity to hold and have title to land, or other property, and therefore, the deeds put in evidence on the trial were void.

It is true, that it must appear that there was a corporate existence either de jure, or de facto, at least. And if the corporation itself were suing, it would be necessary for it to prove its charter and an organization in accordance therewith, if these were properly put in issue. But if a person entered into a contract with a body purporting to be a corporation, or claims to hold property purchased and derives title thereto from it, this is prima facie evidence againt such person that such corporation was in existence de facto at least, at the time of the contract with or purchase from it, and the presumption arises in such case, that the existence of the corporation continues at the bringing of the action.

Accordingly, it has been held in an action against the maker of a promissory note executed to a corporation as payee, in its corporate name, the production of the note duly endorsed to the plaintiff was sufficient evidence that the corporation was duly organized and competent to transact business. Williams v. Cherry, 3 Gray, 215, 220. It was said in that case, that “the defendants, by giving their notes to the corporation in their corporate name as payees, admitted their legal existence and capacity to make and enforce the contracts declared on, so far at least, as to render proof on that point unnecessary in the opening of the plaintiff's case.”

And in Jones v. Cincinnati Type Foundry Co., 14 Ind., 90, it was so held. In that case, the action was brought by a corporation upon a note executed to it in its corporate name; the defendant, in his answer, insisted that the plaintiff had no legal capacity to sue, because it was not a corporation. The court held, however, that the production of the note was sufficient evidence to warrant a judgment for the plaintiff, no other evidence having been offered. In that case, it was said, “As a general proposition, it is the law of this state, (Indiana,) that a contract with a party as a corporation, estops the party so contracting to deny the existence of the corporation at the time it was contracted with as such. * * * * In New York, to work such estoppel, it has been necessary that the contract should state that the party contracted with was a corporation. But this rule does not prevail in other states. It has not been acted upon in this state. If the style by which a party is contracted with is such as is usual in creating corporations, viz: naming an ideality, but disclosing that of no individual, as is usual in the cases of simple partnerships, it has been treated as prima facie, at least, indicating a corporate existence. * * * But in this class of cases it would seem, after all, that the courts have...