White Oak Grove Benev. Soc. v. Murray

• Decision Date: 17 October 1898
• Parties: WHITE OAK GROVE BENEV. SOC. v. MURRAY et al.
• Court: Missouri Supreme Court

47 S.W. 501

145 Mo. 622

WHITE OAK GROVE BENEV. SOC. v. MURRAY et al.

Supreme Court of Missouri, Division No. 2.

October 17, 1898.

CORPORATIONS — VENDOR AND PURCHASER — ESTOPPEL.

1. Certain persons who were taking steps to organize a corporation bought land, and caused it to be deeded to such contemplated corporation, and paid the price thereof. The corporation was subsequently organized. Held, that the vendor was estopped to question its corporate character and authority to take the land.

2. The rule that a conveyance without a grantee capable of receiving the grant is void does not apply to equitable rights of parties growing out of such a conveyance.

Appeal from circuit court, Clay county; E. J. Broaddus, Judge.

Action by the White Oak Grove Benevolent Society against Anthony Murray and others. From a decree for plaintiff, defendants appeal. Affirmed.

D. C. Allen, for appellants. Dougherty & Dougherty, for respondent.

GANTT, P. J.

From a final judgment overruling a demurrer to the petition this appeal is prosecuted. The petition, omitting caption, is in these words: "Plaintiff states: That it is a corporation duly organized under and by virtue of the laws of the state of Missouri, and that on the 12th day of April, 1889, defendants Anthony Murray and Roxa Murray (or Roxanna Murray), his wife, executed, under their hands and seals, and delivered to plaintiff, a deed of general warranty, conveying a certain tract of land in Clay county, Missouri, to wit: All of that part of the north end of the west half of the northeast fourth of section number thirty-two (32), in township number fifty-one (51), in range number thirty-two (32), included in the following boundary, viz.: Beginning twenty-eight poles due south of the northwest corner of said northeast fourth of [said] section; thence east thirty-two and twenty-eight one-hundredths poles; thence south six poles, to the center of a creek; thence up said creek, in the center thereof, south, seventy-one and one-half degrees west, seven (7) poles, to a hickory tree twelve inches in diameter (in quarter-section line); thence, on said quarter-section line, twelve and sixty-five one-hundredths (12.65) poles, to the point of beginning, — containing two and one-fourth acres, more or less. That said deed was for a valuable consideration, to wit, one hundred dollars, which consideration plaintiff there and there paid to defendants Anthony Murray and Roxa Murray. Plaintiff states that it is a corporation organized under and by virtue of article 10 of chapter 42 of the Revised Statutes of Missouri for 1889, and the principal object of its organization was and is to raise money by subscription, gift, bequest, initiation fees, and dues, which shall constitute a fund out of which to provide for the funeral expenses and decent burial of the members of the society and their families; that it has erected and owns a wooden building on the tract of land above described, which is used as a meeting place for the corporation, its members and officers, and is sometimes rented to the school district in which it is situated for school purposes; that said land and building are in the possession, and are now the sole and exclusive property, of plaintiff, and no other person or body of persons has or have any right to use or enjoy the same except by the consent or permission of plaintiff. Plaintiff further states that, at the time the deed made by said Anthony Murray and wife was executed and delivered, plaintiff was not a corporate body organized according to the forms of law, although such organization was intended to be consummated; and on December 7, 1891, such organization was effected according to law, and on February 10, 1892, a certificate to that effect was issued by the secretary of state of the state of Missouri; and, although plaintiff did not complete its organization until the date above named, it was composed of the same persons, had the same name, and the same objects in view, at the date of the deed from the said Anthony Murray and wife, as it had at the time of the completion of its corporate organization. Plaintiff states that the defendant United Sons and Daughters of Peace, No. 1, is a corporation organized under the laws of Missouri. Plaintiff further states that, owing to the fact that the said deed was dated and executed and delivered prior to the date of the incorporation of plaintiff, a proper title, such as was intended to be conveyed by defendants Murray and plaintiff to the above-described premises, does not pass to plaintiff, and that, in order to make said deed pass a good title to plaintiff, it should be dated of some date subsequent to the date of the completion of plaintiff's corporate organization, as aforesaid. Plaintiff states that said conveyance was so as aforesaid incorrectly made on account of the mistake of plaintiff's incorporators and defendants as to the requirements of the corporation laws of the state of Missouri, and said deed did not, consequently, convey the title to said premises to plaintiff according to the mutual intent of the contracting parties; and that plaintiff has requested and demanded of defendants...