Stow v. Wyse

7 Conn. 214

• Court: Supreme Court of Connecticut
• Decided: July 15, 1828
• Status: Published

Opinion

Daggett, J.

The plaintiffs, who claim under A. W. Magill’s deed to them, allege, that no title passed, by the deed to the Middletown Bank ; for that Magill had no authority to bind the Middletown Manufacturing Company, and transfer the title. The deed is attempted to be supported, or rather jpa-gill’s power to make it, on two grounds. The first is the vote of the Middletown Manufacturing Company, passed on the 29th day of March, 1817, the day of the execution of the deed, by which he was authorized to make a mortgage to the bank of the premises. On the other hand, it is insisted, that the meeting was illegal, and the acts done void. It is very clear, that a meeting of the stockholders, constituted as this was, could do no acts binding on the company. Though a meeting regularly warned, would be competent to do any act within their chartered powers, by a bare majority ; yet if not thus warned, their act must be void. If no particular mode of notifying the stockholders be provided, either in the charter or in any by-law, yet personal notice might be given ; and this, in such case, would be indispensable. The counsel for the defendant do not press this point; and I think it quite untenable.

The second ground taken in support of the power of Magill to execute the deed, is, that he was the general agent of the company. It becomes necessary here to ascertain the extent of his powers as agent. By the 6th section of the act incorporating the Middletown Manufacturing Company, the directors of the company were authorized to appoint such clerks, agents and servants as they judge necessary. Magill, when he made the deed in question, was acting under an appointment made by the directors of the company, on the 24th of May, 1816. By this act of the directors, and by this alone, his powers were conferred. It is not to be denied, that they are general; but still they must be limited, by the duties to be performed, and the business to be transacted. This is reasonable, and results necessarily from the nature of the case, and is analogous to powers conferred in all similar instances. It was never thought before, that a mere agent of a manufacturing company was authorized to transfer, by deed, the real estate of the company. It may be incidental to his power as agent to borrow money, give promissory notes, and do many other acts, in the ordinary course of the business of the company; but the idea is quite novel, that merely as agent, he might sell or convey the real estate. To effect such an object, a specific authority seems indispensable ; nor is there any principle or precedent in support of the power set up in this case. The deed, therefore, cannot be upheld on either of these grounds ; and thus far, the charge is strictly correct.

Another position, however, is taken by the counsel for the defendant, which is fatal to the plaintiffs' title. A. W. Magill is estopped, by his deed to the Middletown Bank, to allege that wag not auth0rized by the Middletown Manufacturing Com-puny to convey ; and if so, it is not doubted, that his grantees are estopped. On this point the judge charged the jury, pro forma merely, and to the end that the question might be settled in this court, and thus future litigation be prevented, that the plaintiffs might recover.

In looking into MagilVs deed, it appears, that he begins it with a declaration, that he is the agent of the Middletown Manufacturing Company, authorized by vote of the company to execute the deed ; and in pursuance of the power, he executes it, and, in behalf of the company, covenants, that they are well seised, and that they will warrant and defend the premises, There are high opinions, that if he was not authorized, he is personally bound by the covenants ; and that an action might be maintained thereon against him; (White & al. v. Skinner, 13 Johns. Rep.307. Skinner v. Dayton & al. 19 Johns. Rep. 513.) but waiving the consideration of a point not necessary to be decided, A. W. Magill is estopped, by the declaration and covenants in the deed, that he was authorized, ever to deny it. Without multiplying authorities on a point rendered clear by numerous cases, it is sufficient to state, that where a party has solemnly admitted a fact, by deed, under his hand and seal, he is estopped not only from disputing the deed itself, but every fact which it recites. 2 Stark. Ev. 30. 1 Phill. Ev. 410. Huntington v. Havens, 5 Johns. Chan. Rep. 26 Now, Magill has declared under his hand and seal, that he was empowered, by a vote of the company, to execute this deed. Can he ever say, that he was not thus empowered ? If, on the next day after the deed to the bank was executed, he had procured a valid deed from the company, and hud brought ejectment against the bank, could he have sustained it against the declarations in his deed ? I think he must have been estopped. If so, then all persons claiming under and through him are estopped. 1 Stark. Ev. 305. Hoyt v. Dimon, 5 Day 483. 1 Phill. Ev. 10.

These principles are in entire accordance with the cases of Fairtitle d. Mytton &. al. v. Gilbert & al. 2 Term Rep. 169. 171. Palmer v. Ekins, 2 Stra. 817. Com Dig, tit. Estoppel. A. 1. 2. 3. and B.

There must, therefore, be a new trial.

The other Judges were of the same opinion, except Brain-ard, J., who was absent.

New trial to be granted.