Opinion of the court by
Gillette, J.:The ultimate object of this action is to determine the validity or invalidity of the tax deed to lots *485one and two of block 84 in the city of Guthrie, issued for the delinquent taxes for the year 1892, for which tax the lots were sold by the treasurer of Logan county on the 7th day of September, 1893, and were bid in by said treasurer.
'Twelve allegations of error are set out in the brief of plaintiff in error, but as they are all contained under four general heads, they will be thus considered in this opinion.
The plaintiff by his petition in this action seeks to recover lots one and two in block 84 in the city of Guthrie which had been sold in September, 1893, for the taxes of 1892. The defendant was in possession at the time of bringing the action, claiming an estate therein under and by virtue of a deed issued pursuant to such tax sale. The cause was tried in the court below, upon a demurrer to the plaintiff's petition, which was sustained by the trial court.
The plaintiff complaining of this judgment of the court, says that under the provisions of the statute in an action to recover possession of real property, it is only necessary to state that he has a legal or equitable estate therein, and is entitled to the possession thereof, and that the defendant unlawfully keeps him out of the possession, and that such allegations may be found in the petition. In this the plaintiff is unquestionably correct. If the petition had contained only these simple recitals of fact required by the statutes, probably no demurrer would have been lodged thereto. The defendant in such case would have been compelled to answer, which he might do by a general denial, and thereafter the facts upon which the rights of either party was based, would have to be shown by evidence produced upon the trial. The plaintiff, however, instead of following the simple remedy prescribed *486by tbe statute, set forth in his petition Srst, the character and nature of his title, and the source from which it was derived, and then proceed to set out in full the defendant’s title, and the source from it was derived, to-wit: the tax proceeding above referred to. Apparently the purpose was to get all the facts before the court so that the case might be fully determined upon the admission confessed by the demurrer.
While the allegation required by the statute may be found by a careful reading of plaintiff’s long and cumbersome petition, covering with the exhibits some 35 pages of closely printed legal cap, yet such allegations must be considered in connection with all the other facts pleaded and admitted by the plaintiff.; and we think the plaintiff is in error in his argument when he claims that the three statements of fact required by the statutes to make a good petition being found in this petition, it is therefore good, independent of any other facts therein contained.
If such other facts therein contained negative the truth of the allegations required by the statute, then he has simply pleaded too much, and the demurrer would have to be sustained, notwithstanding the statutory requirements are found in the petition.
The next contention of the plaintiff in error is that the court erred in holding that the tax deed was valid on its face.
This position of plaintiff is taken because the tax deed of the defendant is set out in the petition and he has pleaded the invalidity thereof as a ground of his right of recovery. The only infirmity complained of in the tax deed is that it fails to show that at the time of the sale of the property there *487were no bidders therefor offering the amount of the.taxes for the same, (the property having been purchased by the county at the sale) and the title of the defendant depending upon the validity of the purchase by the county at the tax sale, and as assignment of the title so purchased.
Under the determinations of this court, Hannenkrat v. Hamil, 10 Okla. 219, and Wade v. Crouch 14 Okla. 593, it is necessary to a valid tax deed where the property was purchased at tax sale by the county, that such deed should show that the land at the time of the sale could not have been sold to some other party for the same price, provided that treasurer of the county had not made his bid or offer, and it is now urged by the plaintiff that the tax deed set out in the petition does not show the authority of the county treasurer to buy the same at the tax sale, by showing that there were no other bidders offering the amount due for taxes.
To so hold with reference to the deed in question would be equivalent to requiring a strict construction to be given to the statutes authorizing the sale of real estate in satisfaction of taxes levied against the same. The deed under consideration recites as follows touching the sale:
“Whereas at the place aforesaid, neither of said parcels, tracts or lots of property could he sold for the amount of taxes and charges thereon, and each of them was severally and in due course as aforesaid offered for sale and bid off by the county treasurer of said county, for the whole amount of taxes and charges then due and remaining unpaid.”
The language “Neither of said parcels, tracts or lots of property could be sold for the amount of taxes and charges thereon,” we think by a fair construction brings the transaction within the meaning of the statute which provides that *488tbe county treasurer is authorized to bid off all real estate offered for sale only “in ease there be no other buyers offering the amount due/’
The statute touching transactions of this kind sec. 603? . provides:
“The rule that tax proceedings are to be strictly construed as against the tax purchaser, shall not apply to proceedings under this act, but in all courts its provision shall be liberally construed, to the end that its provisions in all proceedings thereunder shall be sustained."
Under the liberal construction here authorized, we think tbe language used in the deed equivalent to a declaration that the lots in question could not be sold to any other buyer offering the amount due: and the trial court therefore in holding that the tax deed in question was not void under its recitals, correctly determined that question.
'The third proposition presented by the plaintiff in support of his petition as against the demurrer is that:
“The tax sale under which defendant Carnes claims adversely, is void for various reasons other than those which appear on the face of the deed.”
He urges that the petition sots up illegal levies and assessments for which the property was sold, which is admitted to be true by the demurrer. Under this contention the plaintiff seeks to show by the allegations of the petition that the tax deed of defendant is void for reasons not appearing on its face, and which reasons he urges have been set out-in the petition. The correctness of this contention must be determined by a determination of the sufficiency of the allegations of the petition to show that the deed was void.
*489The allegations oí the petition upon which this contention is founded are as follows:
“That said written instrument is void and illegal and of no legal effect for that, interest, pentlties costs and expenses were attached to and charged against said real property before the taxes for the year 1892 were delinquent, said taxes, together with said interest, penalties, costs and expenses being the taxes for which said real property purports to have been sold.
“That said written instrument is void and illegal and of no legal effect and conveys no right, title or interest in or to said real property unto the said defendant for that, a separate school tax was levied and charged against said real property for the 3rear 1892, for which said tax said real property purports to have been sold.
“That said written instrument is void and illegal and of no legal effect and conveys no right, title or interest in or to said property unto the said defendant for that ‘a’ special tax (City) was levied and charged against said real property for the jrear 1892 and said ‘special tax (City)’ made a part of the taxes for which said real property purports to have been sold:”
As hereinbefore determined, the defendant’s tax deed was sufficient on the face of it to sustain his title. The plaintiff by the above quoted allegation is seeking to present to the court legal grounds for avoiding such deed, not shown by the deed itself, but which arose under the proceedure by which the count}' treasurer acquired authority to issue such deed and thereby convey the plaintiff’s property.
There are three grounds above stated for avoiding this tax deed, and the question here presented under the demurrer is, does any one of them state sufficient facts.
The first is that illegal interest, penalties, costs and ex*490penses were charged against said property before the taxes of 1892 were delinquent.
There is no allegation that the plaintiff offered to pay such taxes before they were delinquent, minus the interest, costs, penalties and expenses, nor is there any allegation that such items were improperly taxed when it became delinquent. The. presumption is that they were properly charged as items due from the plaintiff when he became delinquent in the 'payment of his taxes. In addition, we do not think it sufficient to state these matters in such a general way. What interest, charges, costs and expenses were illegally taxed should have been specifically stated, in order that the court might determine from the allegations of the petition itself whether or not the property had been sold and conveyed to cover illegal charges.
The second proposition is that the deed is of no legal effect because a separate school tax was levied and charged against the property for the year 1892. This allegation is not sufficient to avoid the deed, unless such tax was levied without authority of law. The court takes judicial notice that in 1890 the legislature authorized the establishment of separate schools for white and colored children, and provided for the levy of a tax for the support of suGh separate schools.
The court cannot, therefore, examining this allegation of the petition, say that a separate school tax was not properly chargeable against this property, for the law authorized it and it was done, and in the absence of any allegation in the petition showing some illegality in the manner in which it ivas levied and charged against this property, the presumption is that it was levied in accordance with the provisions of the law. This allegation of the petition therefore is sufficient *491upon demurrer to present any question to be determined by tbe court. *
The third allegation that a special city tax was levied and charged against the property for the year 1892, is an insufficient allegation, for the same reasons stated above in reference to the second objection.
The Statutes of 1890 authorized cities of the first class to levy special taxes for maldng and repairing sidewalks, and for paving, macadamizing, curbing and guttering streets and a]le}rs, and taxing the same to abutting lot owners, which assessment under the provisions of the act, is certified to the county clerk to be placed on the tax roll for collection, and thereafter collected by the county treasurer subject to the same penalties for non-payment as other taxes.
It follows, therefore, that for a sufficient allegation in this respect to challenge the tax deed, it was necessary to set out wherein the special city tax was void and illegal. Otherwise the presumption is in favor of its regularity.
We are therefore unable to find reversible error in the judgment of the court below holding the petition insufficient upon demurrer on the grounds and for the reasons last above enumerated.
But one other proposition is relied upon and discussed by the plaintiff in error, and that is that the Bank of Indian Territory (from whom defendant in error received the title) had no right, power or authority to receive title to the premises in question, and therefore could convey none to defendant in error.
The charter of the bank is set out in the plaintiff’s petition, from which appears that the bank was organized under *492the laws of the Territory of Oklahoma, the second section of the articles of incorporation providing:
“This corporation is formed for the purposes of camring on the business of a bank of discount and deposit but not of issue, and as such bank of discount and deposit, doing a general banking business.”
The charter bears date of May 31, 1893. It is suggested in defendant’s brief that: “There is nothing in the pleadings showing that the Bank of Indian Territory did not have some kind of an interest in or lien upon said lots at the time of sale.” But that being a fact particularly within the knowledge of defendant, is one for him to plead and cannot be presumed by the court.
The doctrine that corporations possess only the powers expressly conferred upon them and those incident and necessary to enable them to carry out and enforce those directly conferred, has long been too well established to now admit of argument or need citation of authorities; so that if it were necessary to resort to such presumption in order to determine this case, it would have to be decided against the defendant. But we do not think it necessary in order to determine the rights of the parties in this controversy, to indulge in any speculation upon this subject.
The bank took the title to the property in the manner set out in the petition. So much is certain, and if its right to so pxrrchase and obtain the title to the premises is now open to be challenged by this plaintiff, the plaintiff must undoubtedly recover.
No doubt the power of a corporation to purchase and hold real property is limited by the objects of its creation; and even where there may be no express restrictions it can*493not purchase for a purpose foreign to those objects. As stated in Eney. of Law, vol. 7, p. 718:
“When a corporation is not organized to deal in land, as in case of railroad companies, banking companies, insurance companies, religious and educational corporations, etc., the purchase of land not needed in its business, for the mere purpose of holding and selling it again is ultra vires, etc.”
But while this is true, it does not follow that an executed contract or a wholly performed transaction in which a corporation has received and passed to another the title to real estate, in a manner and for a purpose foreign to the object of its creation, can now be inquired into and set aside as void, in a case to which the corporation is not a party, and at the instance of any private party holding an adverse claim to the premises, upon the ground that the contract or transaction was ulira vires. In such case only the sovereign can complain, and punish the corporation for a violation of its powers.
In the case of Thomas v. Railroad Co., 101 U. S. 71, Mr. Justice Field, delivering the opinion, remarked:
“It remains to consider the suggestion that the contract, having been executed, the doctrine of ultra vires is inapplicable to the case. There can be no question that, in many instances, where an invalid contract, which the party to it might have avoided or refused -to perform, has been fully performed on both sides * * *, the courts have refused to sustain an action for the recovery of the property or money transferred.”
The case of Central Transportation Co. v. Pullman Car Co., 139 U. S. 24, has been strongly urged upon our attention as holding a different doctrine. An examination of the case shows it to be an action between two corporations, *494brought by the plaintiff to enforce the performance of a contract which the court holds was ultra vires as to both plaintiff and defendant.
As hereinbefore remarked, if this action had been one brought by the bank against the county treasurer to compel him to issue the tax deed upon presentation of the certificates, and the treasurer had defended upon the ground that the bank had no right or power to deal in real estate, a very different question would have been presented.
We have given the case most careful consideration, because of its importance and the principles of law applicable to it, but we are unable to discover that the plaintiff has been in any way wronged by the decision of the court below. No error appearing in the record the judgment of the trial court must be affirmed.
Burford, C. J., who'presided in the court below, not sitting; all the other.Justices concurring.