Evidence, Presumptions and burden of proof. Corporation. Deed, Execution, Delivery. Agency, Ratification of acts of agent. Land Court, Appeal, Report as evidence. Practice, Civil, New trial of issues from Land Court.
On an appeal to the Superior Court from a judgment in a writ of entry before the repeal of St. 1905, c. 288, making it the duty of the judge of the Land Court to file a report of his findings of fact which should be prima facie evidence of the facts therein stated, the report of the judge of the Land Court, who had found for the tenant, stated in substance that the land in question had been conveyed by a certain corporation to an unincorporated religious society subject to a condition subsequent, that, after the condition subsequent had been broken but without the corporation's making an entry upon the land, its treasurer signed and sealed in the name of the corporation a deed of the premises to the tenant and handed the deed to him; that thereafter the unincorporated religious society gave a deed of the premises to the demandant; that subsequently the corporation by an officer duly authorized made an entry upon the land and gave a proper deed to the tenant; that, although, if the treasurer of the corporation was authorized to sign the deed in its behalf, the deed would have operated as an extinguishment of the right of entry for breach of the condition subsequent and would have given to the unincorporated society an absolute power of disposal, he found that the treasurer was not so authorized, and therefore found for the tenant. One issue framed for the jury was, whether the first deed, which purported to be that of the corporation, was authorized by it. The deed itself, purporting to be signed in the corporation's name by its treasurer and to be duly acknowledged by the treasurer as its deed, was in evidence, as well as certain votes of the executive committee of the corporation having power to dispose of the corporation's land, which in substance referred the matter of the sale of the land to the treasurer "with power." Held, without passing on the question whether the effect of the deed, if valid, would be that stated by the judge of the Land Court, that the issue as to whether the deed in question was authorized by the corporation was for the jury.
On the question, whether there was any authority for the execution and delivery of a deed, signed in the name of a corporation by its treasurer, bearing the corporation seal and acknowledged as the deed of the corporation by the treasurer, the deed itself is evidence.
Evidence, that the treasurer of a corporation, who was authorized to make a sale of land of the corporation, in an attempted completion of a sale of the land, handed a deed of the land to the person named as grantee therein, who retained the deed in his possession and control for more than three months, is evidence that the deed was duly delivered to such person.
Although, by accepting the purchase price paid for certain of its land, a corporation may have ratified the acts of an officer who had assumed to sell the land on its behalf, it does not thereby ratify his act in executing to the purchaser in the name of the corporation a deed, the effect of which would be to prevent the carrying out of the sale.
On appeal to the Superior Court from a judgment of the Land Court in a writ of entry, the determination of which depended upon whether or not a deed, which purported to be executed on behalf of a corporation by one of its officers in completion of a sale previously made by the officer on behalf of the corporation, was authorized and delivered by it, three issues were framed and submitted to the jury, the first being, whether the deed was authorized by the corporation, the second, whether it was delivered to the purchaser, and the third, whether its execution and delivery were ratified by the corporation. The presiding judge directed that all the issues be answered in the negative. The tenant alleged exceptions. This court held that there was evidence which would have warranted affirmative answers to the first and second issues, but that, because the execution and delivery of the deed by the corporation would have been in direct contravention of the act which was relied on as an act of the corporation in ratification of the deed, further held that the verdict on the third issue was ordered properly, and therefore directed that there should be a new trial on the first and second issues, and that the verdict on the third issue should stand.
SHELDON, J.
The correctness of the rulings made at the trial depends, as to each one of the issues, upon the question whether there was any evidence tending to prove the affirmative of that issue. The report of the judge of the Land Court made a prima facie case for the tenant, and required a negative answer to each issue unless there was some evidence to the contrary. See St. 1905, c. 288, which had not been repealed when the appeal in this case was taken and entered. It was assumed, although that question is not before us and we express no opinion upon it, that if these issues were found in the affirmative, the effect of the tenant's first deed, from a grantor having then merely the right to enter for breach of a condition and not holding any estate in the land, was merely to extinguish or suspend that right of entry and the condition upon which it depended, and to give an absolute power of disposal to the general owner, under whom the demandant claims. Thompson v. Bright, 1 Cush. 420, 428. Guild v. Richards, 16 Gray, 309, 317. Hubbard v. Hubbard, 97 Mass. 188. Hopkins v. Smith, 162 Mass. 444, 447.
The repealing statute is St. 1910, c. 560, § 2.
1. Without passing at all upon its weight, we are of opinion that there was evidence that this deed was authorized by the Convention. The bare production of the deed, duly executed in its name by its treasurer, with its corporate seal affixed, was some evidence that its execution and delivery had been authorized. Burrill v. Nahant Bank, 2 Met. 163. Parker v. Washoe Manuf. Co. 20 Vroom, 465. Crumlish v. Railroad, 32 W. Va. 244. Reed v. Bradley, 17 Ill. 321. Smith v. Smith, 62 Ill. 493, 497. The authority which it could be found had been given to sell this property could be found to include authority to execute whatever deeds were thought necessary to pass the title. Alger v. Fay, 12 Pick. 322. Valentine v. Piper, 22 Pick. 85, 90.
2. As to the second issue, the testimony that the deed had been handed to him by the treasurer of the Convention in the attempted completion of a sale which the treasurer was authorized to make, and that it had for more than three months remained in the possession and control of the tenant, was evidence that it had been duly delivered to him. Ward v. Lewis, 4 Pick. 518, 520. Valentine v. Wheeler, 116 Mass. 478. Butrick v. Tilton, 141 Mass. 93. Jones v. New York Life Ins. Co. 168 Mass. 245. There was also evidence that there had been no absolute unconditional delivery of the deed; but the question was for the jury. Whether the demandant would derive any benefit from prevailing upon this issue if he failed to support the affirmative of one of the other issues, we have not now to consider.
3. The verdict upon the third issue was rightly ordered. It could no doubt have been found that the Convention by accepting the tenant's money ratified the sale to him and all the steps thereto that would have been appropriate for the carrying out of that sale. But it would not follow that it ratified an act of the treasurer which, if the demandant's contention is sound, could tend only to prevent the carrying out of the sale which it intended to ratify. And we find no evidence that either the Convention or its executive committee intended to adopt blindly whatever had been done by the treasurer, or acted with knowledge of what he really had done. Unless one of these alternatives were proved, its acceptance of the purchase money would not be a ratification of the act of its treasurer in giving the deed to the tenant. Murray v. Nelson Lumber Co. 143 Mass. 250. Foote v. Cotting, 195 Mass. 55, 62. There was such evidence in Monnahan v. Judd, 165 Mass. 93, and Beacon Trust Co. v. Souther, 183 Mass. 413.
The verdict upon the third issue must stand; but the demandant's exceptions must be sustained as to the first and second issues, and there must be a new trial upon those issues only.
So ordered.