East Rome Town Co. v. Brower

7 S.E. 273, 80 Ga. 258

• Court: Supreme Court of Georgia
• Decided: March 3, 1888
• Status: Published

Opinion

Bleckley, Chief Justice,

The object of the bill in- this case was to' correct a deed. There was evidence tending to'show that in the contract made between the parties, there was a reservation' absolute and unqualified as to a certain part of the premises, Whereas the'deed- qualified-in a material- respect'that reservation; The court, in charging- the' jury and dealing with the case throughout the trial, seemed to consider that the highest evidence of the contract was-the deed-itself, and-the'bond for titles in-pursuance of which the deed was made. But the evidence prbves conclusively that it was the understanding of both- parties that the contract should be and was' made directly with the corporation, whereas the bond for titles and the deed were- simply the acts of officers of the'corporation.- The corporation records-manifested the contract as the complainant contended that' it was; and if these records- were prbperly made, they were, in this litigation,, the highest and best- evidence of what it was. If they were improperly made, or did not speak-the truth, they would be reduced from this superior rank. The court,.we think, made the mistake of treating the secondary as the primary; like taking the moon for the sun. The bond’and- deed being executed-expressly in pursuance of the resolution-of tlie corporation,-could shine with' only a' reflected light; whereas the court treated them as shining with original, primary light. The fact that the by-laws of the corporation' invested the president with- certain powers; touching contracting-' and executing contracts, would not prevent the corporation' from--exercising like powers; as it is merely a business corporation, and when it acted-as principal, the president merely acted as agent in executing its orders. The court erred in not granting- a new trial.

Judgment reversed.