North Carolina Mortgage Corp. v. Morgan

182 S.E. 450, 208 N.C. 743, 1935 N.C. LEXIS 119

• Court: Supreme Court of North Carolina
• Decided: November 20, 1935
• Status: Published

Opinion

OoNNOR, J.

It is agreed by tbe parties to this controversy tbat tbe paper-writing, appearing in tbe record as Exbibit A, was executed in tbe names of tbe corporate holders and owners of' tbe notes secured by tbe deed of trust from R. 0. Brackett and bis wife to tbe First National Bank of Durham, N. C., trustee, by authorized officers of said corporation, and is sufficient in form as an appointment in writing by said holders and owners of Jefferson E. Owens as substitute trustee in said deed of trust, in tbe place and stead of tbe First National Bank of Durham, N. 0., under tbe provisions of both tbe deed of trust and of tbe statute. Tbe absence from said paper-writing of tbe corporate seal of tbe Union Trust Company of Maryland does not affect tbe validity of said paper-writing as an appointment by said trust company of tbe substitute trustee. Tbe corporate seal of tbe North Carolina Mortgage Corporation, which appears on said paper-writing, was not necessary to its validity as an appointment by said corporation of tbe substitute trustee. Tbe general-rule in this and other jurisdictions now is tbat unless its charter or some statute provides otherwise, a corporation need not use its corporate seal except when an individual is required to use bis seal. A corporation may appoint agents, and act or make contracts by resolution or by writing signed by a duly authorized officer, without using its corporate seal, just as an individual may do. 14 C. J., 334, section 405 (2). See Warren v. Bottling Co., 204 N. C., 288, 168 S. E., 226; Mershon v. Morris, 148 N. C., 48, 61 S. E., 647.

Tbe paper-writing by which Jefferson E. Owens was appointed by tbe holders and owners of tbe notes secured by tbe deed of trust, substitute trustees, does not purport to be and is not a conveyance by said holders and owners of tbe land described in tbe deed of trust, or of any interest in said land. For this reason, tbe statutory requirements for the execution by a corporation of a deed conveying land have no application to the execution of said paper-writing.

The provisions of the deed of trust and of the statute have been fully complied with in the appointment of the substitute trustee in this case. For that reason, the deed of said substitute trustee to the plaintiff as the purchaser at the sale made by him under the power of sale contained in the deed of trust, conveys to the plaintiff a fee-simple title to the land described in the deed of trust, free and clear of all liens or encumbrances. There is no error in the judgment. It is

Affirmed.

Devikt, J., took no part in the consideration or decision of this case.