Sandford v. Tremlett

• Decision Date: 31 March 1868
• Citation: 42 Mo. 384
• Parties: GEORGE SANDFORD AND MATTHEW B. CURTIS, Appellants, v. JOHN TREMLETT, J. T. SPENCER, AND JOSEPH W. SIMMONS, Respondents.
• Court: Missouri Supreme Court

42 Mo. 384

GEORGE SANDFORD AND MATTHEW B. CURTIS, Appellants,

v.JOHN TREMLETT, J. T. SPENCER, AND JOSEPH W. SIMMONS, Respondents.

Supreme Court of Missouri.

March Term, 1868.

Appeal from St. Louis Circuit Court.

The testimony of a witness for the appellants showed that during the year 1864 he was recording secretary of the Western Seamen's Friend Society; that the affairs of the society were conducted by an executive board, consisting of the president, vice-president, secretaries, treasurer, auditor, and directors; that on September 20, 1864, the following resolution was adopted by the executive board: “ Resolved, that the corresponding secretary of the Western Seamen's Friend Society be and is hereby authorized and empowered, in the name and in behalf of said society, to assign and transfer to ______ a certain lease made to said society by Peter Lindell, of St. Louis, dated June 1, 1853, and for property in said St. Louis;” that this resolution was recorded in the proceedings of the board; that R. H. Leonard was the corresponding secretary of the society; that the name of the party to whom the assignment was to be made was omitted from the resolution because Leonard had not determined definitely upon the assignee; that the assignment was subsequently made and executed by the Western Seamen's Friend Society, by R. H. Leonard, its corresponding secretary.

The appellants put in evidence also the lease from Lindell to the society. They then offered in evidence the following assignment of the lease:

“Know all men by these presents: That in consideration of the sum of thirteen hundred dollars paid by Sandford & Curtis, the Western Seamen's Friend Society does hereby assign, transfer, and set over unto the said Sandford & Curtis, a certain lease made by Peter Lindell to said society, which lease is dated June 1, 1853, and which said lease is hereto annexed. And for the consideration aforesaid, the said Western Seamen's Friend Society does hereby assign, transfer, and set over all and each of the covenants in said lease contained, together with all the rights and privileges granted in the said lease, unto the said Sandford & Curtis, to have and to hold the said lease, said covenants, and said rights and privileges, unto the said Sandford & Curtis, and to their heirs and assigns forever.

In witness whereof, the said Western Seamen's Friend Society doth hereto set its seal, and subscribe its name hereto, by its agent duly authorized.

WESTERN SEAMEN'S FRIEND SOCIETY,

[L. S.]

By R. H. LEONARD, Cor. Sec'y.”

The defendants objected to the introduction in evidence of this assignment, on the ground that it was not made by the said Western Seamen's Friend Society or by any one duly authorized to make the same; and further, that said writing was not competent evidence in the cause. The court sustained the objection and excluded the assignment.

The remaining facts pertinent to this case appear in the opinion of the court.

Glover & Shepley, and Krum, Decker & Krum, for appellants.

I. The last clause of the constitution of the Western Seamen's Friend Society, authorizing its executive board “to do such other business as the interests of the society may require,” included the power to dispose of real estate.

II. The executive board appointed the recording secretary as their agent to represent the society, and for it to transfer the lease; and in the absence of positive prohibition in the constitution, the board had full power to so appoint one of their own number. (Ridgway v. Farmers' Bank, 12 Serg. & R. 256; Hickur v. U. S. Bank, 8 Wheat. 355; Merrick v. Trustees, etc., 8 Gill., Md., 59.) Nothing beyond the fact of his having been named and appointed by a resolution of the board was needed to give the agent complete authority. (Randall v. Van Vechten, 19 Johns. 65; Bank of Columbia v. Patterson, 7 Cr. 299; Lathrop v. Bank of Scioto, 8 Dana, 115; Wright v. Lankton, 19 Pick. 290; Banks and Dauphin Co. v. Meyers, 6 Serg. & R. 16.) And having been duly appointed, the agent acted within the scope of his authority, and executed a transfer of the lease which fully conveyed the society's interest. (Bank of Columbia v. Patterson, 7 Cr. 299; Sheutze et al. v. Bailey et al. 40 Mo. 69.)

III. The assignment was legally executed in the name of the society by its duly authorized agent. The absence of a corporate seal, other than a mere scroll, does not invalidate the instrument. (Bank of Columbia v. Patterson, 7 Cr. 299; Buckley v. Briggs, 30 Mo. 452; Ang. & Ames on Corp., 8th ed., § 237, a, cases cited.) Even if the seal of the corporation, other than a scroll, is deemed essential, the scroll affixed by the agent must be presumed to be the seal of the corporation until the contrary has been shown. (Phillips v. Coffee, 17 Ill. 154; Mill Dam Foundry v. Hovey, 21 Pick. 417.)

Knox & Smith, for respondents.

I. There is no evidence of a legal transfer or assignment of the lease to plaintiffs. (Ang. & Ames on Corp. §§ 219, 223, 225, 236, 238, 295.)

II. R. H. Leonard had no legal authority to execute the paper offered in evidence.

III. Said alleged assignment is not the act...