Equity Jurisdiction, To set aside mortgage. Corporation. In a suit in equity to set aside a mortgage purporting to have been made by a corporation and alleged to have been executed without authority, the trial judge found, upon evidence warranting such a finding, that not more than one director of the corporation took part in authorizing the execution of the mortgage or in passing a vote under which such mortgage was given, and that the mortgage did not bind the corporation. Held, that this finding, not being clearly wrong but on the contrary supported by the evidence, must stand.
HAMMOND, J.
As to the execution of the mortgage the trial judge found as follows: "I find that under the eighth section of the bill . . . the mortgage was not executed by the corporation in accordance with its by-laws, and nothing appears upon the face of the record as to what authority was given to the president of the corporation to execute the note or the mortgage. At the meeting of the directors who, under the by-laws and constitution, were the ones who managed the business affairs of the company, I do not find upon the evidence that more than one director took part in the execution of such mortgage, either by granting authority or by passing a vote whereby such mortgage was given. Inasmuch as there was not a sufficient number of directors present to confer such authority to execute the mortgage, such mortgage did not bind the corporation and is invalid."
This finding, unless clearly wrong, must stand. Porter v. Howes, 202 Mass. 54. Upon a careful examination, the finding, especially that part relating to the number of directors present at the meeting, appears to be abundantly supported by the evidence.
Decree affirmed with costs.