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A writing being produced upon which the seal of the corporation appears to be impressed, such seal entitles it to be received prima facie as the act of the corporation, and no evidence need be offered, in the first instance, to show by whom it was affixed, or that resolutions were adopted or measures taken which were necessary, either to confer authority on the officer or agent who affixed it to act for the corporation, or that the corporation itself had taken such special steps as to entitle it to execute the instrument in question. The use of the seal is presumed to be a lawful use: Indianapolis etc. R. R. Co. v. Morganstern, 103 Ill. 149; Leavenworth v. Rankin, 2 Kan. 357; Morris v. Kuil, 20 Minn. 531; Evans v. Lee, 11 Nev. 194; Central Nat. Bank v. Charlotte etc. R. R. Co.,5 S. C. 156; 22 Am. Rep. 12; Mickey v. Stratton, 5 Saw. 475; Solomon's Lodge v. Montmollin, 58 Gá. 547; Wharf etc. Co.'v. Wimpson, 77 Cal. 286; Mullanphy Sav. Bank v. Schott, 135 III. 655; 25 Am. St. Rep. 401; Koehler v. Black River etc. Co., 2 Black, 715; Lovett v. Steam Saw Mill Assn., 6 Paige, 54; Reed v. Bradley, 17 Ill. 321 ; Clarke v. Imperial etc. Co., 4 Barn. & Adol. 315; Nev. & M. 206; Hopkins v. Gallatin etc. Co., 4 Humph. 403; Musser v. Johnson, 42 Mo. 74; 97 Am. Dec. 316; St. Louis Public Schools v. Risley, 28 Mo. 415; 75 Am. Dec. 131; Burrill v. Nabant Bank, 2 Met. 135; 35 Am. Dec. 395; Berks ete. Road v. Myers, 6 Serg. & R. 12; 9 Am. Dec. 402. The seal itself is prima facie evidence that it was affixed to the deed or other instrument by authority of the corporation : Sheehan v. Davis, 17 Ohio St. 571; Levering v. Mayor, 7 Humph. 553; Southern etc. Asgn. . Bustamenti, 52 Cal. 192; and upon a legal consideration: Best v. Thiel, 79 N. Y. 15.
The seal, however, does not make valid and binding upon a corpora. tion a contract or other act which the corporation did not have power to enter into or perform, or which, though it possessed such power, it did not authorize the entering into or performance of. It merely casts upon the corporation the burden of proving that it was not affixed with authority, or, notwithstanding its presence, that the writing in question is not the corporate act: Conine v. Junction R. R. Co., 3 Houst. 288; 89 Am. Dec. 230; Bovce v. Montauk etc, Co., 37 W. Va. 73; Atlantic etc. Ry. Co. v. St. Louis, 66 Mo. 228; Leggett v. New Jersey etc. Co., 1 N. J. Eq. 541; 23 Am. Dec. 728. Want of authority on the part of an officer or agent to affix the seal being shown, the instrument has no greater effect, as against the corporation, than has, as against a natural person, a writing which purports to be signed by him, but to which his name was subscribed by a forger, or by a person assuming to act as agent without any authority so to do: Luse v. Isthmus etc. Co., 6 Or. 125; 25 Am. Rep. 506; Gibson v. Goldthwaite, 7 Ala. 281; 42 Am. Dec. 592.
A Corporate Seal may Consist of anything found upon a paper, and which appears to have been put there by due authority, or to have been adopted and used by such authority as and for the seal of the corpora, tion. At common law, a seal, whether of a corporation or of a natural person, must have been impressed upon "wax, wafer, or some other tenacious substance." In the United States, at least, this strictness is obsolete, and a seal may be impressed directly upon paper, or may con sist of a water, or a scroll, or of any other mark which clearly appears to have been intended by the person using it to be his seal. Alike change has taken place in the law respecting seals of corporations. It is, indeed, usual in such corporations as have any considerable amount of business likely to necessitate the frequent execution of writings on their part, to have a seal engraved with some appropriate device there. on, and to formally adopt it as the corporate seal, and to impress it directly upon the paper on which the contract or other instrument is written. It is doubtful whether such a geal is anywhere necessary, and certainly in those cases in which it has not been adopted, and where there is no statute expressly requiring its adoption and use, it is not essential, and a corporation, acting by officers or agents who have been
corporation in question; but if there be any such differ.
that of the corporation. On the other hand, it is beyond question that whatsoever seal it chooses, and may, therefore, adopt the seal of one of its the corporation or its duly authorized agents undertook to execute a officers or agents, and where, from the whole writing, it is evident that valid contract and to attegt it with a corporate geal, we think that the having for that occasion been adopted as the seal of a private person appearing on the contract will be regarded as fore the writing must be treated as having been gufficiently and properly gigred on behalf of the corporation: Taylor v. Heggie, 83 N.C. 244; South Baptist Church Soc. v. Clapp, 18 Barb, 36; Deberry v. Holly town etc. Co., 3 Grant Cas. 225; Bank of Middlebury v. Rutland etc. Springs, 35 Misg. 385; Warner v. Mower, 11 Vt. 385; Croegman v. Hill.
Proof of. It is agreed that the seal of a private corporation does not prove itself, and that the courts do not take judicial notice thereof. Hence, if an instrument is offered in evidence which purports to be ex. ecuted by a corporation under its seal, and is objected to on the ground that there is no evidence of its execution, nor that the seal impressed upon it is the corporate seal, evidence upon this subject must first be offered before the instrument is entitled to be read in evidence: Den v. Vreelandt, 2 Halst. 352; 11 Am. Dec. 551; Perry v. Price, 1 Mo. 664; 14 McCullough, 25 Pa. St. 303; Vaughan v. Harkinson, 35 N. J. L. 79; Am. Dec. 316; Osborne v. Tunis, 25 N. J. L. 633; Farmers' etc. Co. v. Foster v. Shaw, 7 Serg, & R. 156; Chew v. Keck, 4 Rawle, 163; Leazure v. Hillegas, 7 Serg. & R, 313; Crossman v. Hilltown etc. Co., 3 Grant Cas. 225. It would seem that there ought to be some difference between geals which are of guch form and character and have upon them of the corporation, and other seals which are not particularly approsuch inscriptions or devices as on their face to affirm them to be seals
given authority to execute a writing, may adopt, as the seal of the corporation, any wafer, scroll, or other device which might be adopted as the seal of a natural person: Brinley v. Mann, 2 Cush. 337; 48 Am. Dec. 669; Missouri Clay Works v. Ellison, 30 Mo. App. 67; Jolinston v. Crawley, 25 Ga. 316; 71 Am. Dec. 173; St. Philip's Church v. Zion Presbyterian Church, 23 S. C. 297; Mill Dam Foundry
v. Hovey, 21 Pick. 117; Hendee v. Pinkerton, 14 Allen, 381; Corrigan v. Trenton Delaware Falls Co., 5 N. J. Eq. 52; South Baptist Soc. v. Clapp, 18 Barb; 36; Reynolds v. Glasgow Academy, 6 Dana, 37; Warner v. Mower, 11 Vt. 335. A corporation may authorize the issuing of bonds or other in. struments in writing upon which the seal of the corporation, or a fac simile thereof, is printed, and, if so issued, such printed sealing is : 8 effectual as the more formal sealing impressed upon wax: Royal Bank v. Grand Junction etc. Co., 100 Mass. 444; 97 Am. Dec. 115; Woodman v. York etc. R. R. Co., 50 Me. 549; Hendee v. Pinkerton, 14 Allen, 381; contra, Bates v. Boston etc. R. R. Co., 10 Allen, 251. What and Whose Seals may be used.
There appears to be little or no doubt that the seal of a private person, or of any oficer of a corporation by whom a writing is executed, may be adopted and used as the corporato seal, and such apparent conflict of authority as exists upon this subject, we assume to have arisen from writings which have been so executed that it did not appear therefrom that the seal of the natural the corporate seal. Thus it has been said that the sealing of an agent will not be accepted as the seal of the corporation : Savings Bank mi Davis, 8 Conn. 191, 203 ; and that, if to a deed purporting to be that of the corporation, the seal affixed is that of the agent who signe it, such River etc. Co., 22 Cal. 150. This is true
if it appears that the seal be seal cannot be treated as that of the corporation : Richardson v. Scott true where it does not distinctly appear that the seal was intended to be
corporate seal and there, 30 Vt.
ence, we have not found any decision affirming or considering it, and the cases we have cited very strangely make no mention of the form of seals offered in evidence and declared not to be admissible, in the ab. Bence of proof of their authenticity. If, on the other hand, an instru: ment is received in evidence without objection that the corporate seal has not been proved, the seal appearing thereon must be presumed to be authentic, or, in other words, to be, at least as to the instrument in question, the corporate seal: Burnett v. Lyford, 93 Cal. 114.
If the authenticity of the seal appearing on an instrmuent is chal. lenged, so that evidence of its adoption is required, such evidence may consist of a resolution of the board of directors adopting it or authorizing its use, or of the testimony of witnesses who know it to be the corporate geal, or to have been used as such by the corporation in the execution of instruments requiring a seal, or of any other facts irom which the inference may reasonably be drawn that it was used on the writing in question as and for the seal of the corporation. If the instrument is proved to have been executed on behalf of the corporation by certain of its officers or agents, and they are further shown to have been au• thorized to act for it in such execution, the seal will doubtless be presumed to be that of the corporation, from the fact that it appears to be on an instrument which they were authorized to execute, and which would not be properly executed by impressing upon it any other than the corporate seal: Phillips v. Coffee, 17 Ill. 154; 63 Am. Dec. 357; Susquehanna etc. Co. v. General etc. Co., 3 Md. 305; 56 Am. Dec. 740; Tenney v. East etc. Co., 43 N. H. 343; Benbow v. Cook, 115 N. C. 324; 44 Am. St. Rep. 454; Crumlish v. Railroad Co., 32 W. Va, 244; Musser v. Johnson, 42 Mo, 74; 97 Am. Dec. 316; City Council v. Morehead, 2 Rich. 430 ; Osborne v. Tunis, 25 N. J. L. 633; Stebbins v. Merritt, 10 Cush. 27.
The Adoption of the Seal need not be by any formal corporate vote or resolution, for, if any officer or agent is proved to have authority to execute a writing under seal, such authority involves the adoption and use of the means necessary to its successful exercise, and the use by him of anything as a corporate seal is an adoption of such seal, at least for that occasion, and the mere evidence of such use, an adequate proof of such adoption: Johnston v. Crawley, 25 Ga. 316; 71 Am. Dec. 173. It may, therefore, happen, in the absence of any corporate yote or resolution adopting a seal, that different instruments executed on behalf of the same corporation may be attested with different seals, and the fact that on previous occasions a particular seal was used by an agent of the corporation, does not prove that another seal affixed to & writing on a subsequent occasion, algo by a duly authorized agent, is not, as to that writing, entitled to be regarded as the corporate seal. Where an attempt was made to rebut the presumption that a seal used by an agent acting for a corporation and having authority to execute the writing was the corporate seal, by evidence of the use of a different seal at prior dates, the court said: “The fact that a seal of a particular description had been annexed to three deeds of the corporation at differ. ent times, in the absence of any vote adopting or ratifying it, does not prove it to be the corporate seal, to the exclusion of any other mode of ensealing an instrument. The presumption, therefore, arising from the execution of the deed by the agent with a seal purporting to be the common seal of the corporation, is not overcome”: Stebbins v. Merritt, 10 Cush. 27.
The evidence offered for the purpose of proving that the seal affixed to an instrument purporting to be executed on behalf of the corpora. tion with a common or corporate seal, may consist of testimony tending to show its use by the corporation as such on other occasions, and there is no doubt that such evidence is competent, and need not be restricted to a time anterior to the execution of the instrument in question. There is necessarily a first time in the use of a corporate seal, and to prove that it was such a seal when so used the same evidence is admis
sible as in other cases. If no formal vote or resolution is produced adopting it, it is sufficient to show that it was afterward employed as & corporate seal, in the transaction of such business of the corpora. tion as required a seal: Blood v. La Serena etc. Co., No. 19,510, 11 Cal. Dec, 242
PRESBYTERIAN CHURCH V. VENABLE.
(159 ILLINOIS, 215.) A NAKED POSSIBILITY OF REVERTER is incapable of alienation or devise, but descends to the heirs. Therefore, if real property is conveyed to a corporation whose charter subsequently expires or is forfeited, although the property reverts to the grantor and his heirs, such reverter cannot operate to the advantage of his assignees or devisees. J. E. Dyas and T. J. Golden, for the appellants. Dundas & O'Hair, for the appellee.
215 WILKIN, J. This is an action of ejectment in the Edgar circuit court, by appellee, against appellants, to recover possession of certain lands formerly owned by Henry I. Venable, deceased. On June 17, 1848, Henry I. Venable and wife conveyed the premises to James M. Blackburn, Thomas 216 JcCord, Leander Munsell, J. W. S. Alexander, E. W. Thayer, and Alanson Baldwin, as trustees of a voluntary association called "Edgar Academy.” The deed provided that if the academy should afterward become incorporated, these trustees, or the survivors of them, should convey the premises to such corporation. In 1867, by special act of the legislature, the academy was chartered, and became organized under the name of “Edgar Collegiate Institute," and in 1877 James M. Blackburn, Thomas McCord, and E. W. Thayer, the only surviving original trustees of "Edgar Academy," by quitclaim deeds, and according to the terms of the original deed to them, conveyed all their right, title, and interest to the corporation. The conveyance was by two deeds of exactly the same purport, one being executed by James M. Blackburn and Thomas McCord, live ing in Edgar county, and the other by E. W. Thaver, in Sangamon county, two days later. The Edgar Collegiate Institute continued to hold the title until 1892, when, by judgment of ouster rendered against it in quo warranto proceedings in the Edgar circuit court, it was divested of all its rights and franchises. On January 13. 1874, long prior to the judginent of
ouster, Henry I. Venable executed his last will and testament, by which he bequeathed all his "estate, real and personal,” to his wife, Martha A. Venable. After his death, which occurred in 1884, this will was duly admitted to probate. On January 3, 1894, Martha A. Venable executed and delivered to appellee à quitclaim deed, and she thereupon brought this suit against appellants, who were then in possession. The defendants filed a plea of not guilty, and by agreement the case was submitted to the court without a jury. Judgment was entered for the plaintiff, and the defendants appeal.
As grounds for reversal, defendants invoke the well-settled rule that in this action plaintiff must recover, if at all, upon the strength of her own title, and not upon the weakness of that of the defendants, and insist she has 217 failed to prove she had any title whatever to the premises sued for. The soundness of this position depends upon whether or not the title passed to her grantor, Martha A. Venable, by the last will of her husband.
What interest in or title to this land did Henry I. Venable have when he made his will, or at the time of his death, when it took effect? Counsel for appellee suggest the point (though they do not insist upon it), that by his deed to Blackburn and others, trustees of the voluntary association, the title did not pass, but remained in him. Certain provisions of the statute of this state then in force (Rev. Stats. 1845, pp. 284, 614) are cited in support of the suggestion, but wherein these provisions affected the validity of that deed or limited its effect is not pointed out. On its face it was a conveyance of the fee, without any reservation whatever in the grantor. The manifest object of it was to place the absolute fee in the corporation then in contemplation of the parties and afterward duly organized, its charter authorizing it to receive and hold the title to this very land. We find nothing in the statutes referred to which can be held to defeat that purpose. We entertain no doubt that if the deeds from James M. Blackburn, Thomas McCord, and E. W. Thayer were effectual to convey their title to the Edgar Collegiate Institute, it became seised of the absolute fee simple title to the premises, and continued to hold the same until its dissolution, in 1892.
The principal contention of appellee's counsel is based upon the correctness of this position, and they insist that the deed from the original grantees, or the survivors of them, did vest all their title in the incorporated company, and that upon its dissolution it revested in the devisee of Henry I. Venable by ro