While I concur in the result just announced by the presiding judge, I find myself compelled to dissent from several of the positions assumed in the opinion delivered; and as they embrace points of much practical importance, which may hereafter come under discussion, I feel unwilling to let the occasion pass without some remarks in reference to them. The strong and acknowledged equity of the orator’s claim, I confess, inclined my mind to yield assent to the arguments and authorities adduced to obviate mere ■technical objections to this mortgage. Notwithstanding this natural bias, and notwithstanding there are respectable authorities which go the full length of sustaining it, still, after such consideration as I have been able to give the subject, I am constrained to admit, that, on some material points, the weight of reason and authority seems to be adverse to the validity of the orator’s claim.
Besides, this case has been, I am informed, three times argued before this court, and first and last, at least, before all the judges competent to sit in it. On the present occasion much labor and research have been bestowed upon it by the counsel on both sides. Having reference to the known and supposed opinions of the other members of the court, I am satisfied, that, were my doubts of the propriety of the general result more tenacious than they really are, it would be my duty, as the junior member of the court, to surrender them, rather than be the means of protracting an expensive controversy, with no prospect of farther elucidation, and with little or no reason to anticipate in the end a different result,
*255That this mortgage must fall before the statute of November 3, 1815, if that statute is to be regarded as the sole source of authority in the corporation to convey their lands by mortgage, I have no doubt; for the deed does not purport to have been executed by any one as president of the corporation, nor does it contain any recital of a vote empowering Mr. Hammond, or either of the other two persons, whose names and seals are affixed to the instrument, as president, director, or in any capacity, to execute the same.
This instrument is in the form of an indenture between three parties, the Bennington Iron Company, — Charles II. Hammond, Nathan Leavenworth and Duncan P. Campbell, — and Francis Depeau, the orator’s intestate. It purports to have been signed and sealed by Hammond, as chairman of the company, and by Hammond, Leavenworth and Campbell, as individuals, but is not signed by Depeau, who is, in the body of the instrument, styled the party of the third part. It recites the act of incorporation, the fact that the three individuals above named were the sole owners of the capital stock, and that the corporation and the stockholders were jointly indebted to the orator’s intestate in $20,000, for which they had given their joint bond, conditioned for the payment of the same by a time specified, and then proceeds to convey by mortgage, to secure the payment of said sum of money, certain lands in Bennington, belonging to the corporation, and also the shares in the capital stock owned by the above stock holders.
By reference to the act of incorporation it appears that a president is not particularly provided for; and it does not appear, that such an officer was in existence at the date of the mortgage. There was not and could not therefore be a compliance with the requirements of section three of the statute of 1815. A vote authorizing the chairman, if indeed it is not absurd to suppose the continued existence of an officer by that name, to make a conveyance would be no compliance with the law. The deed, however, recites no' such vote; and it is not pretended, that, in point of fact, any such vote was ever passed. Were it otherwise, the declaration on oath of Mr. Hammond, that the seal affixed "to his name was the corporate seal, and was so affixed by him by and under the authority of the corporation, whether made in the form of an acknowledgment be*256fore the commissoner in New York, or otherwise, cannot be received as a substitute for the antecedent corporate vote, and the recital thereof on the face of the deed, as required by the statute. Even if this kind ,of evidence were admissible, it falls short of the statute requirement, inasmuch as the authority claimed has reference only to the affixing of the seal, and has none whatever to the signature. Signing by the principal, or by a properly constituted agent, is at least as essential as sealing; and no valid conveyance by deed could be made without one, as well as the other.
These considerations are abundantly sufficient to satisfy me, that, under the statute of 1815, this mortgage cannot be supported. Had the whole question rested here, I should not have felt called upon to make any remarks. I cannot accede to the position, that this statute must be so construed, as to exclude every other mode of alienation by a corporation previously in.existence.
There is nothing in its language importing any such exclusion. It is the first general statute, indeed, specially providing for conveyances of real estate by corporations ; yet it is not seriously pretended, that, prior to 1815, turnpike, manufacturing, and other corporations, most of which were, in their several charters, authorized to purchase and convey real estate, could not, under the law then in force, make a valid conveyance by mortgage, or otherwise.
The general statute of 1797, prescribing certain formalities to be observed in the conveyance of real estate, though it does not name corporations, and though its language, in some respects, seems not precisely adapted to these artificial persons, has nevertheless been always understood to authorize conveyances by them. They can, indeed, neither sign, nor seal, a deed, nor acknowledge it before a magistrate, as required, without the intervention of an agent; but by such agent they can do all of these acts. Under that statute this corporation could have executed a valid mortgage of their lands to Depeau, unless it is to be regarded as superseded by the statute of 1815. Whether this conveyance is, in fact, in conformity to the former statute, I shall consider presently.
It is unquestionably true, that a subsequent statute may often be construed as abrogating an antecedent one, without special words of repeal, or extension. Many cases of this kind are to be found in our statute book. If it can be fairly presumed, from the generality *257of the language used, the nature and completeness of the new provisions adopted, or the incompatibility of the old and new enactments, that it was the intention of the legislature to substitute a new and entire system in lieu of and exclusive of the old one, the substituted provisions should then be construed in the same manner, as if in terms made exclusive.
Tried by these tests, I cannot concur in the opinion that no conveyance by a corporation can avail, unless made in conformity to the statute of 1815. The scope and object of the statute, as well as its title and language, clearly indicate, that it was not the purpose of the legislature to introduce any new and exclusive mode of conveyance, applicable to all corporations, or even to turnpike and manufacturing corporations. It begins by declaring the shares in those of the last named description to be personal property, and proceeds to designate the manner, in which they may be attached on mesne process, and sold on execution, as such. It points out the mode of proceeding, when no clerk exists, in case of non-payment of any tax, or assessment, authorizes the first named to hold land for the accommodation of toll-gatherers, imposes a penalty for taking excessive toll, or unreasonably delaying travellers, for defacing sign boards, injuring the road, &c., and concludes by requiring said corporations to keep records of their doings, designate the shares by numbers and the proprietors of each by name. Throughout, no allusion is made to any other description of corporation, except in the third section, designating the mode of conveying real estate, in which the words “turnpike, manufacturing, or other private corporation,” are introduced. An additional statute, passed in 1817, provides a penalty for the neglect to appoint a clerk, and for refusal to exhibit by-laws and records; these additional provisions are confined entirely to the two kinds of corporation above named.
Many religious, eleemosynary, literary and other corporations had been created in this state before 1815, empowered to hold and convey lands; and many others have been created since. I apprehend it is contrary to reason and all sound principles of construction, to infer an intention to abrogate modes of conveyance theretofore recognized as valid in respect to these, from a loose general expression like the above, having no reference whatever to such corporations, but merely to certain specified corporations.
*258I am of opinion, from these considerations, that all such bodies may still alienate their real estate in the same way and with the same formalities they could have done previously to 1815, unless, indeed, the clause in the recent Revised Statutes shall be construed as more comprehensive than the former statute. True, the Bennington Iron Company was a manufacturing corporation, and as such came within the scope of the statute of that year. But my object is not to prove that the mode indicated in the third section is not applicable to this case; it is only to shew, that it is not the ex- • elusive one. It is a question of construction merely, and, as such, the fact, that in all other cases the legislature have left the law as it was, affords strong presumption against the exclusive character of the special enactment adverted to.
This point was not under consideration in the case of Warner v. Mower et al., 11 Vt. 385. In the case of Wheelock v. Moulton et al., 15 Vt. 519, it is indeed said, that, “ by the law of this state corporations can only convey their lands and real estate by the deed of their president, reciting the vote of the corporation, authorizing the conveyance.” The case, however, required no opinion of this kind. The important point decided by the court was, that a mortgage of all the shares in a corporation, by two individuals, being the sole owners thereof, could not operate as a mortgage of the real estate of the corporation, notwithstanding the shares were, in the mortgage deed, described to be land. Nothing can be clearer, than the distinction between the lands of such a body, owned by the as■sociation collectively, as real estate, and the shares in its capital stock, owned severally, by the individual members, which the statute of 1815 declares shall be considered, what in fact they were usually considered, independent of the statute, personal property. That the conclusion to which the court came, adverse to the claim asserted by the mortgagee, that such a conveyance operated as a mortgage of the lands of the company, was correct, it is difficult to doubt. Indeed, in the language of the learned judge who delivered the opinion in that case, it is past my comprehension, how it could ever have been suspected, that such a deed was intended to carry with it the real estate. This is all, that the case required to be decided. Whatever observations, therefore, fell from the judge in respect to the authority of the owners of all the shares to convey *259the corporate lands, or the manner in which the corporation could have conveyed them, whether by a corporate vote, recited in the deed, or without any such vote, whether under the corporate seal, or the seal of the president, was but the individual opinion of the judge, and is not regarded as authoritative. I do not, therefore, understand, that it has ever been judicially determined by this court, that corporations can convey their real estate in no other way, than that pointed out by the statute of 1815 ; and in these remarks my object has been to prevent my own concurrence in the judgment in the present case from being regarded as influenced at all by the reasoning on this point in the main opinion.
The important question with me has been, whether this mortgage could be sustained under the statute of 1797. That statute, which, as already said, is general in its terms, makes signing and sealing by the grantor essential to the validity of a deed. If done by an attorney, agent, or other person, in pursuance of competent authority from the principal, it is the same as if done by the latter. The corporation seal was affixed, as it is to be presumed, by competent authority; but the deed is not signed by it; the only signature purporting to be for the company is that of C. F. Hammond, chairman. There is no difficulty in complying with the statute in this respect. No doubt an agent must be constituted, either by deed, as before 1815, or by vote simply, under that statute. When so constituted, he can sign the corporate name, — as, “ The Bennington Iron Company, by C. F. Hammond,” or “ C. F. Hammond, for The Bennington Iron Company.” Either of these modes would answer. The deed must be that of the principal, and sealed with his seal. Hulle v. Heightman, 2 East 145. In the present case the corporate name is not affixed to the instrument by Hammond, or any other person. Signing as “ Chairman ” does not obviate the difficulty; for it is but descriptio persona. Nothing on the face of the deed goes to show, that the corporation had, in any manner, constituted Haim mond their agent, or attorney, with power to execute the mortgage; he does not directly profess to execute it in their behalf. He seems to have assumed that his possition as chairman dispensed with all this, and rendered his signature as such equivalent to affixing the corporate name. This was a fatal error, and neither the affixing *260the corporation seal, nor the statement, under oath, in the subsequent acknowledgment, can be regarded as supplying the deficiency.
Although there are authorities to the effect,, that simply affixing a seal is tantamount to both signing and sealing, especially in respect to corporations, which were said to speak and could only speak by their common seal, the doctrine is antiquated and obsolete; and, if I am right in supposing that a corporation can at all make a deed of conveyance under the statute of 1797, every sound principle of construction forbids the idea, that, when both signing and sealing are expressly required, and both are equally practicable, one is to be understood as comprehending the other.
A similar objection lies against the acknowledgment, required in this case to uphold this mortgage against the antagonist claims of creditors. It is not acknowledged by any one assuming to act in behalf of the corporation, as the deed of the corporation, which it is, if anything. Whatever efficacy it may have as a conveyance of the shares, it can have none as a mortgage of the lands of the company.
On these grounds, mainly, I concur in denying to the orator a right to foreclose, as against those defendants, who have claims upon the mortgaged lands as attaching creditors. I am satisfied, also, that the deed, on the face of it, should carry some general statement of the nature of the authority and the character, or capacity, in which the agent assumes to make the conveyance. This may be by vote, by power of attorney, or other deed, empowering the agent to act in the matter. This deed purports, indeed, to be tripartite, one party being the corporation; but there is no statement of any fact, or circumstance, indicating, prima facie, that Hammond, or either of the other persons, whose names are affixed, was vested with authority to bind the corporation. The addition of “ chairman” imports no such authority, anymore than would the word director, clerk, stock-holder, member, or any other; for non constat, that such addition has anything to do with the right to sign and seal a deed for the company. Our registry system required, that, when a conveyance should be made by attorney, under a power, this latter instrument, as well as the conveyance, should be recorded. No inference on this point can be drawn from the fact stated, that all the stock-holders signed the deed. This was necessary, in order to *261convey their individual shares. Neither collectively nor separately do they profess to be clothed with the power to execute a deed for the corporate body.
Such acts of ratification subsequently, as are relied upon by the orator, whatever avail they may be of as between him and the corporation, — and no defence is here set up by the latter, — cannot be interposed, to turn aside the rights of the other defendants, even though they took place previous to the attachments, and though they were apparent on the corporate records.
In conclusion, I will remark, that, in considering the case in reference to the statute of 1815,1 am unwilling to give so stringent a construction to the language of the third section, as has been given by the presiding judge. That the- deed of the president, literally, under his own seal, reciting the vote, &c., will satisfy the terms of the statute, I am not disposed to question. A close adherence to the letter will, perhaps, justify such a conclusion. But I am far from thinking, that a deed of the corporation, under their seal, signed by the president, as such, for the corporation, and reciting the vote, would not equally carry out the intention of the legislature. Such would, in a sense, be as much the deed of the president, and a conveyance by him, as the other ; inasmuch as his concurrence, in his official character, is required, to give validity to it. This view of the subject may be thought to receive some countenance from th,e phraseology employed in the late revision, which seems to have intended to extend the provision to all corporations, public, or private, and yet uses language, without apparent intention to depart from the previous provision, which clearly supposes the deed to be that of the corporation, through the intervention of the agent, authorized by vote, whether he be president, or some other person, either in or out of the corporation.