This cause being heard on bill and answer, the allegations of the answer are to be taken as true (Rogers v. Mitchell, 41 N.H. 154), and upon the facts alleged in the answer the plaintiffs are not entitled to the relief prayed for.
If the lease from the Hotel Company to Marsh was originally unauthorized, the subsequent ratification by the directors under the authority specially conferred by the vote of the stockholders at the annual meeting in October, 1875, with full knowledge of all the facts, made it binding in equity upon the corporation. It is immaterial that the endorsement of the directors approving the lease was not under seal; — equity regards the intent rather than the form. 1 Pom. Eq. Juris., ss. 379, 383.
If, as alleged, Marsh, relying upon the agreement of the company and upon the validity of the lease, was induced to take possession of the land and make permanent improvements upon it at great expense, it was such part performance of the contract by him as would entitle him to maintain a bill for specific performance against the company; and equity requires the affirmance of the lease rather than its cancellation.
The deed from Marsh to Sands conveyed to the latter the interest of Marsh in the premises, which was a leasehold estate. G. L., c. 136, s. 18. The plaintiffs are not estopped from objecting that the deed purports to convey an estate in fee by the fact that several if not all of the directors and stockholders of the corporation knew that Marsh contemplated the sale of the cottage, and knew of the conveyance at or about the time it was made, and did not object. They were not called upon to object unless they knew *Page 232 that Marsh intended to sell and convey a greater interest than he possessed or could lawfully convey, which is not alleged.
Case discharged.
BLODGETT, J., did not sit: the others concurred.