The Courts have given to mining claims the recognition of a legal estate of freehold, (Merritt v. Judd , 14 Cal.,) and as such, subject to the general law requiring a sealed instrument for a transfer thereof. (Goller v. Fett , 30 Cal. 481.)
The instrument of June 5th, (assuming that the Trustees were duly authorized to convey by deed,) is not the act of the Rawhide Ranch Gold and Silver Mining Company, nor operative to pass its title--it being neither signed nor sealed by the corporation, but signed by and sealed with the private seals of Turner, Willis and Hodges. (Elwell v. Shaw , 16 Mass. 42; 4 Cruise on Real Property, Sec. 33; Dubois v. The Delaware and Hudson Canal Company, 4 Wend. 285; Evans v. Wells, 22 Wend. 324; Randall v. Vetchen, 19 Johns.; Bank, etc., v. Guttschlick, 14 Peters, 19; McDonough v. Templeman, 1 Harris & Johnson; Townsend v. Corning, 23 Wend. 435; Echols v. Cheney , 28 Cal. 157.)
The doctrine of the last two cases is, that a description of official character following the signature, does not render it or the seal annexed the signature and seal of the principal; it is the exclusive individual act of the agent, in which the principal is not involved to any extent whatever, where the transaction is one requiring aseal for its validity. And where a corporation is the actor, and a deed is the instrument to be executed by its agent, a fortiori must the corporate, and not the private seal of the agent, be used.
The instrument of June 5th is void for want of power in Turner, Willis and Hodges, to convey, and would have been equally void had it been duly signed and sealed. The power was derived from a vote of stockholders. Stockholders have no title, legal or equitable, in, nor are they tenants in common or copartners in reference to the corporate property; nor does the clause in the Act (Wood's Digest, Art. 448) declaring stock personalty, change the nature of the corporate estate, and a deed by them of all the shares does not affect the corporation's title to its own property. (Angell & Ames on Corporations, Sec. 221, p. 3; Mickles v. The Rochester City Bank, 11 Paige, 118; Mohawk and Hudson Railroad Company v. Clute, 4 Paige, 385, 393; Gorham v. Gilson , 28 Cal. 480.) Neither do stockholders possess any corporate powers whatever, these being expressly and exclusively vested in a Board of Trustees. (See Wood's Digest, Arts. 484-486.)
The Board of Trustees constitute, in legal effect, under the Act of incorporation, the corporation itself. (Head v. The Providence Insurance Company, 2 Cranch, 127; Bank of the United States v. Danbridge, 12 Wheat. 64; Fleckner v. Bank of the United States, 8 Wheat. 338.)
JUDGES: Sawyer, J. Mr. Justice Rhodes did not express an opinion.
OPINION
SAWYER, Judge
By the Court, Sawyer, J., on petition for rehearing:
The consequences assumed as the only basis of the argument in the petition for rehearing do not follow from anything determined or in any way suggested in the opinion in this case. We have nowhere held, or even intimated, that the Board of Trustees of a corporation can convey all the property of the corporation necessary to enable it to carry on the business for which it was organized, or do anything else destructive of the objects of its creation without the consent of its stockholders. We have not even held that it was competent for the Trustees, acting as a Board, to authorize the conveyance of the property now in question without the consent of the stockholders. There was no such question in the case. We simply held that the stockholders themselves could not authorize the Trustees, acting as individual Trustees, or anybody else, to convey it--that nobody could convey it unless authorized by some act of the Board of Trustees, acting as a Board. It may be conceded for the purposes of this case that the Board of Trustees itself could not authorize a conveyance of the property in question without the consent of the stockholders. But it is unnecessary to consider that question, for the case does not present or even suggest it. It will be time enough to decide that question when it arises.
Rehearing denied.