Witter v. Grand Rapids Flouring-Mill Co.

• Decision Date: 13 January 1891
• Citation: 78 Wis. 543,47 N.W. 729
• Parties: WITTER v. GRAND RAPIDS FLOURING-MILL CO. ET AL.
• Court: Wisconsin Supreme Court

78 Wis. 543

47 N.W. 729

WITTER

v.GRAND RAPIDS FLOURING-MILL CO. ET AL.

Supreme Court of Wisconsin.

Jan. 13, 1891.

Appeal from circuit court, Brown county; SAMUEL D. HASTINGS, Jr., Judge.C. W. Briggs and Stark & Sutherland, for appellants.

George L. Williams, for respondent.

TAYLOR, J.

This is an action to foreclose a mortgage purporting to have been given by the Grand Rapids Flouring-Mill Company to the respondent to secure the payment of the promissory note of said company given to said respondent for the sum of $10,000. The defendants Neeves are made parties to the action, because they signed the note individually as sureties for the company. The flouring-mill company is a corporation duly organized under the laws of this state. The answer of the defendants admits the fact that the company is a corporation, and was such when the mortgage was given. Upon the trial of the action the court found in favor of the plaintiff, and ordered judgment of foreclosure, and also judgment for any deficiency which might remain after the sale of the mortgaged premises against the defendants Neeves. The defendants appeal from such judgment, and allege that it is erroneous,-- First, because the corporation had no power under the law to give any mortgage upon its real estate; and second, if it be admitted that the corporation had the power to execute said mortgage, it never was executed by said corporation in the manner prescribed by law. The learned counsel for the appellants have made an argument of considerable length and force to prove that the mortgage was not regularly executed by the proper officers of the corporation, or, if executed by such officers, they were not authorized by the corporation to execute the same. Upon the admitted facts in this case it appears to us unnecessary to determine whether the officers of said corporation were or were not regularly authorized to execute said mortgage, or whether said corporation was expressly authorized by law to mortgage the property of the corporation for the purposes thereof. Upon the whole evidence in the case, we think it is very clear that these defendants, the corporation and the said Neeves, are estopped from setting up the want of authority to execute said mortgage.

The evidence conclusively shows that the money borrowed was borrowed to be used and was used for the purposes of the corporation; that the persons who executed the mortgage were the acting officers of the corporation; and that...