Daniel v. Wilson

Bleckley, Chief Justice.

1. By the code, section 1676, par. 2, the duration of any corporation chartered by the superior court is limited to twenty years. The charter involved in this case was so granted in the year 1866, consequently it expired at the corresponding time in the year 1886, and there is no suggestion that it was renewed afterwards.

2. For the reasons suggested in the second head-note, we are of opinion that the receiver appointed after the dissolution of the corporation could recover, notwithstanding the appointment of the fii’st receiver and notwithstanding that appointment had never been formally revoked.

8. The third head-note explains very fully why the receiver should not be ■. treated in the present action as being estopped by the acts and acquiescence of one of the stockholders of the extinct corporation, who was formerly an officer of that corporation.

4. Both parties claimed under Q-eorge W. Knight,— the receiver by a warranty deed from Knight, executed in 1869, and duly recorded, conveying the premises to the corporation; the defendant by a deed from Knight’s administratrix, executed in 1887, conveying to defendant a larger tract, of which the premises in dispute were shown by evidence to constitute a part. The defendant contended that the deed to the corporation, though absolute in terms, was made to secure a debt which Knight owed to the corporation, and consequently that the sale and conveyance afterwards made by Knight’s administratrix, was an administration of the property — the title of the corporation being divested thereby, and passing to the purchaser from the administratrix. We think it' manifest that were the fact as contended, the legal consequence claimed to flow therefrom would not follow. The deed to the corporation being absolute, passed the title out of Knight into his grantee, whether the conveyance was made only to secure a debt, or in payment of a debt. No title being left in Kniglit, there was none which constituted a part of bis estate when he. after-wards died, and, consequently, none which his legal representative could have administered. All that she= could possibly have administered was Knight’s equity to redeem, and that was all which a purchaser from her could acquire. This being so, the latter could protect his purchase only by paying or tendering payment of the debt as security for which Knight’s deed was executed. Until such payment or tender, the purchaser eould not resist an action of ejectment; based as this was on that deed. The cases which rule that an administrator of a mortgagor, or of a debtor by judgment, may administer fnlly as against the mortgagee, or the judgment creditor, are not applicable, because in such cases there is only a lien outstanding against the property administered — the title being in the mortgagor or debtor, whereas in such a case as the present the title itself, and not a mere lien, is in the creditor. Of course, if the conveyance by Knight to the corporation was not made to secure a debt, but in payment, no-interest whatever was left in him or his estate, and, consequently, the sale by his administratrix passed nothing' to the purchaser relatively to the premises now in dispute.

5. If there was any error in admitting or rejecting evidence, it was immaterial to the substantial merits of the controversy. Upon the controlling facts, the plaintiff' was entitled to recover, and the court committed no-error in directing the jury accordingly.

Judgment affirmed.