delivered the opinion of the court.
The plaintiff was purchaser of two lots of ground in the city of New-Orleans, which were sold at public auction by order of the directors of the New-Orleans Building Company. He claims to have a complete legal title made to him in pursuance of the adjudication at the sale. The defendants refused this; and on his suit to compel them, judgment was rendered against him, rejecting his claim, from which he has appealed to this court.
The counsel for the plaintiff admits that the sale was made by order of the directors of said Building Company, on different terms than those which had been proposed and agreed upon by a meeting of the stockholders, who authorised the directors in the first instance to sell; but, he has shown, that after the adjudication, the conduct of the directors and their acts in relation thereto, was approved, and the sale confirmed.
The district judge who tried the cause determined, that the last meeting of the stockholders at which it is alleged the sale in question was confirmed, was not regularly called according to the solemnities and forms prescribed by law, and necessary for the call of such a meeting; and that a meeting of the stockholders thus called and held, could not authorise the alienation of the property of the company.
We have looked in vain in the record, for any evidence in support of the decision of the judge a quo, or the conclusions to which he came in deciding the case. When a resolution 'adopted at a meeting of the stockholders of the corporation, *489ratifying a sale made by the directors, of certain property belonging to-it, is . produced, the officers of that corporation who urge the invalidity of the ratification on the ground that the meeting was illegally called, must support their aliegations by proof. This has not been done.
It is, therefore, ordered, adjudged and decreed, that the judgment of the District• Court be annulled,-avoided and reversed; and it is ordered, adjudged and decreed, that on the plaintiffs complying with the terms of the auction sale, within thirty days from the day on which the present judgment shall become final, the defendants do execute and convey a good and legal title to the plaintiff, for the two lots of ground described in the petition; and that the defendants and appellees pay costs in both courts.