St. Paul Land Co. v. Dayton
| Decision Date | 18 October 1887 |
| Citation | 37 Minn. 364,34 N.W. 335 |
| Parties | ST. PAUL LAND CO. v DAYTON AND ANOTHER. |
| Court | Minnesota Supreme Court |
OPINION TEXT STARTS HERE
(Syllabus by the Court.)
A complaint by a corporation for the enforcement of a contract made by it with the defendant need not allege that the plaintiff was empowered to make the contract.
The complaint, alleging that the contract was made by the defendants “with the plaintiff,” and setting forth the contract in terms, which appears to have been made by the president of the corporation in its behalf, sufficiently shows, as against demurrer, that the president was authorized to make the contract.
A contract, under seal, for the purchase of lands, will stand as a simple contract, although the seal was affixed without authority.
The fact that the summons in an action had not been served upon one of several co-defendants affords no ground for another defendant to demur to the complaint.
Appeal from district court, Ramsey county; SIMONS and WILKIN, Judges.
Action by plaintiff corporation on a contract entered into with defendants, whereby defendants agreed to convey certain lands to plaintiff.
Young & Lightner, for St. Paul Land Co., respondent.
Chas. N. Bell, for Lyman C. Dayton and May I. Dayton, appellants.
The defendants separately demurred to the complaint. Both demurrers will be considered in this opinion. The demurrers admit the corporate existence of the plaintiff, which is sufficiently alleged in the complaint. The complaint also shows the making of the contract sued on between the president of the plaintiff, contracting in its behalf, and the defendants, whereby the latter contracted to convey the lands in question to the plaintiff. The demurrer admits the making of this contract. Upon these facts the plaintiff might rest without affirmatively showing that by its charter it was empowered to make such a contract, or to purchase and hold real property. It need not specifically allege, as it need not prove, that the contract made with the defendants, and upon its face valid, was not ultra vires. Baker v. Loan Co., 30 N. W. Rep. 464; Bliss, Code Pl. 257. The allegation that the defendants duly made and entered into the written contract “with the plaintiff” is sufficient, at least upon demurrer, as an averment that Hager, who in terms executed the contract in its behalf, was authorized to do so. Although the seal be rejected as unauthorized, the instrument would be valid as a simple contract. Dickerman v. Ashton...
To continue reading
Request your trial
-
State ex rel. Glasier v. Glasier, 39442
...of proceedings on habeas corpus and holding an earlier judgment on the issue of custody res judicata in the following language (37 Minn. 361, 34 N.W. 335): 'In our judgment, in such cases, both principle and considerations of public policy require the application of the doctrine of estoppel......
-
Matteson v. United States & Canada Land Company
... ... president of the company to a contract of sale of land is ... raised on demurrer, St. Paul Land Co. v. Dayton, 37 ... Minn. 364, 34 N.W. 335 ... We are ... not prepared to hold that, if plaintiff had proved the first ... ...
-
Beall v. Morgantown
...F. K. Bretz, General Manager, who executed the contract on the part of the defendant, was authorized to do so. St. Paul Land Co. v. Dayton et al., 37 Minn. 364, 34 N. W. 335; 4 Fletcher on Corporations, sec. 3055. It is apparent from a reading of the agreement that nothing appears on its fa......
-
Matteson v. United States & Canada Land Co.
...question as to the authority of the president of the company to a contract of sale of land is raised on demurrer, St. Paul Land Co. v. Dayton, 37 Minn. 364, 34 N. W. 335. We are not prepared to hold that, if plaintiff had proved the first and second circumstances only, a prima facie case wo......