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Johnston vs. Crawley.

fugitive slave law of 1850. The owner subjects himself to a penalty for bringing back his runaway from the free States. A slave who has escaped and is brought back in invitum, is likely to be a more dangerous person than one who comes back of his own accord.

Judgment affirmed.

DAVID S. JOHNSTON, plaintiff in error, vs. ROBERT CRAWLEY, defendant in error.

[1.] Certain persons associated and drew up a declaration and recorded it, agreeably to the act of 1847, authorizing persons to prosecute the business of manufacturing with corporate powers and privileges, and assumed the name of the Madison Steam Mill Company. On the 11th of February 1854, the Legislature passed an act granting corporate powers and privileges to the Madison Steam Mill Company, recognizing as a body corporate and politic, declaring among other things that it should have, possess and enjoy all the franchises which were then held by the said company. Held that these two acts so far as they are consistent with each other make the charter of the company.

[2.] The acceptance of the new act did not destroy the old organization. [3.] If an agent of a corporation have authority to convey a mortgage, and affixes thereto anything which the law recognizes as a seal when affixed by a natural person, it will be a good execution presumptively by the corporation.

[4.] The purchaser at Sheriff's sale, of property subject to a mortgage with notice of the mortgage, cannot occupy a more favorable position in relation to the property than the mortgagor.

Claim. In Morgan Superior Court. Tried before Judge HARDEMAN, at March Term, 1858.

This was a claim interposed by David S. Johnston to the Madison Steam Mill and the machinery thereto appertaining, which had been levied upon by the Sheriff under a mortgage fi. fa., issued at the suit of Robert Crawley against the Madi

Johnston vs. Crawley.

son Steam Mill Company. Johnston claimed the property under and by virtue of a sale thereof, made sometime before by the Sheriff, under general judgments and executions against said Company of junior date to Crawley's mortgage.

Crawley's mortgage was dated 25th April, 1855, and judgment of foreclosure 6th March, 1856, fi. fa. issued 15th March, 1856.

Upon the trial the plaintiff in execution, Crawley, offered in evidence the mortgage fi. fa, and entries thereon; proved that Dr. Elijah Jones acted as President and Albert G. Foster as Secretary of the Madison Steam Mill Company, from December 1854, till it stopped running; that when the Sheriff sold the Mills under the general judgments against the Company, in March 1856, public notice was given that there were several mortgages upon the property of older dates than the judgments; amongst which was the mortgage of Crawley, which had been foreclosed, and that the others were in progress of fereclosure. The property was bought by David S. Johnston the claimant, for $126. The Company ceased to run the factory in March, 1855.

Plaintiff further proved, that when the same property was subsequently levied upon under his mortgage fi. fa. and offered for sale by the Sheriff, that claimant was present, read a paper to the persons then assembled, and afterwards bid for the property, but before it was knocked down, stopped bidding and made known his claim and interposed the same. The amount due on the mortgages, all of which were of older date than the general judgments, was about eighteen or twenty thousand dollars.

1. Claimant offered in evidence the executions, issued on the general judgments, and levied upon the property in dispute, and under which it was sold when he became the purchaser. 2. The deeds of the Sheriff to claimant for the property in controversy.

3. The mortgage to Crawley, under foreclosure of which the fi. fa. now levied, issued. This mortgage had a scroll

Johnston vs. Crawley.

(L. S.) opposite the names of E. E. Jones, President, and A. G. Foster Secretary, subscribed to said mortgage, and purpor ting to be executed by said Company, per said President and Secretary, but no impression of a corporate seal, nor anything purporting to be a seal, except the scrolls above mentioned. 4. Claimant then put in evidence the book of minutes of said Company.

Claimant having closed his testimony, the plaintiff in execution offered as rebutting evidence, the recorded declaration from the records of the Superior Court of Morgan county, of certain persons whose names are thereunto signed, of their having associated themselves as a company, for the purpose of manufacturing into yarn and cloth, the staples of cotton and wool, under the corporate name of "The Madison Steam Mill Company," agreeably to an act of the General Assembly of the State of Georgia, approved 22d December, 1847, entitled "an act to authorize all the free white citizens of the State of Georgia, and such others as they may associate with them, to prosecute the business of manufacturing with corpor ate powers and privileges." Also, the recorded affidavit of Elijah E. Jones, styling himself President of said company, setting forth the amount of capital stock actually paid in, agreeably to a requirement of the act herein before last mentioned; which evidence was objected to by claimant's counsel, as incompetent in this case, there being already evidence before the Court, showing that subsequently to the recording of said declaration and affidavit, and before the execution of the mortgage upon foreclosure of which plaintiff's execution had been issued; the persons who in their corporate character are defendant in execution, had adopted a different charter, herein before mentioned as set forth in the act approved on the eleventh day of February, A. D. 1854, and thereunder had commenced a new and different corporate existence, which objection was overruled by the Court and the evidence admitted to which ruling claimant's counsel excepted and do now except.

Johnsotn vs. Crawley.

After the testimony was closed and in the furtherprogress of said cause, when the Court was proceeding to charge the jury, counsel for claimant, requested the Courtto charge the jury, (such request and others hereinafter mentioned, being then and there submitted in writing):

1. "That authority to execute a deed, or conveyance of real estate, under seal, must be by instrument under seal: And that this principle of law applies as well to corporations as to natural persons. If therefore the jury find that the appointment of Messrs. Jones and Foster, by the corporation, to execute this mortgage was not by deed, then they had no authority to act, and the mortgage is void."

Which charge the Court refused to give, and to this refusal counsel for claimant excepted, and do now except:

2. And further, counsel for claimant requested the Court to charge the jury; "that if the appointment of Messrs. Jones and Foster, by vote of the stockholders (should the jury find the appointment to have been so made,) had been sufficient without a deed, (or without being under seal,) still the law requires that to bind a corporation by deed, the instrument must be under the corporate seal. That seal need not be a regular permanent seal of the corporation. It may be a seal adopted for the time, or purpose; it may even be the seal of a private person adopted for the time or purpose; but if it be a private seal adopted, such adoption must appear in such a case as that at bar, by the vote of those who have authority to adopt a common seal for the corporation."

Which charge the Court refused to give and to this refusal counsel for claimant excepted, and do now except.

3. And further, claimant's counsel requested the Court to charge the jury; "that if no such vote appear to have been made in this case, and if the mortgage has not appended to it a seal so adopted by the corporation, it is void."

Which charge the Court refused to give, and to this refusal claimant's counsel excepted and do now except.

4. And further, claimant's counsel requested the Court to

Johnston vs. Crawley.

charge the jury; "that a corporation can have but one seal, and therefore the seals of both Elijah E. Jones and Albert G. Foster could not have been the seals of the corporation."

Which charge the Court gave to the jury, but added thereto; that under all the circumstances of this case the corporation having held Jones out to the world as President, and Foster as Secretary thereof; and the stockholders having by vote or resolution, authorized the President and Secretary to execute a mortgage to the plaintiff, the Court held the private seal of Elijah E. Jones, affixed to his name with the official designation of President, to be a sufficient sealing by the corporation, and that the mortgage executed as it was, is valid and binding to all intents and purposes.

To which addition to the charge thus requested, complainant's counsel excepted, and do now except:

5. And further, the Court was requested to charge the jury; "That if Messrs. Jones and Foster had been legally appointed agents to execute this mortgage, they should have executed it in the name of their principal, and in order to do this, should have signed the name of their principal accompanied by the seal adopted by the principal, and not have signed their own names alone with their private seals, and if the jury find that they have not thus appended to the mortgage the name and seal of their principal but their own, the mortgage is void."

Which charge the Court refused to give, and the claimant's counsel excepted, and do now except to such refusal.

6. And further, the Court was requested to charge the jury; "that this deed, executed as it is, when its terms are considered and construed by the Court, is found not to be executed in the name and with the seal of the corporation, for the seals of the President and Secretary cannot be the seal of the corporation."

Which charge the Court refused to give, and the claimant's counsel excepted, and do now except to such refusal.

7. And further, the Court was requested to charge the jury;

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