German Reformed Church v. Von Puechelstein. cumstances. The rule which she seeks to apply to her legacy does not apply to adults, nor where the maintenance of the child is otherwise provided for, either by the will or in any other mode. Cessante ratione, cessat ipsa lex. Raven v. Waite, 1 Swanst. 553; In the matter of Rouse's Estate, 9 Hare 649. THE BOARD OF DOMESTIC MISSIONS OF THE GERMAN REFORMED CHURCH IN AMERICA 8. VON PUECHELSTEIN. 1. An objection to a bill filed by a corporation, that it does not aver that the complainants are a corporation, is an objection of form which cannot be raised under a general demurrer for want of equity. 2. An averment of the corporate existence of the complainants is unnecessary. 3. A statement in the bill in reference to the execution of a mortgage by a corporation of the German Reformed Church that it was executed "through their trustees," under the "act to incorporate trustees of religious societies," held sufficient as a matter of pleading. 4. A general demurrer for want of equity overruled, with leave to file a new one, on the ground that the bill showed no title to a mortgage; unless complainants should amend. On bill to foreclose and demurrer. Mr. J. M. Scovel and Mr. S. D. Dillaye, for demurrant. Mr. J. E. P. Abbott, for complainants. THE CHANCELLOR. The bill is filed to foreclose two mortgages on the same premises; one stated to have been given directly to the complainants by The German Reformed Church in Egg Harbor City, and the other by them, through their trustees, to "George Gelbach, treasurer of the Church Extension Fund of the German Reformed Church v. Von Puechelstein. The bill states that Reformed Church in the United States." this latter mortgage was given by the same parties as the first, and that it was given "for the use and benefit of the German Reformed Church in America to the German Reformed Church in Egg Harbor City." The consideration of the second mortgage is not stated. That of the first is stated to have been a debt due from Henry Hotz, vice-president, and John Henry Fisher, secretary of the congregation of the German Reformed Church of Egg Harbor City, to Rev. Dr. J. H. A. Bomberger, of Philadelphia, in the State of Pennsylvania, president of the Board of Domestic Missions of the German Reformed Church in America. The bill alleges that the German Reformed Church of Egg Harbor City, in order to secure the payment. of that money, with interest, made and executed under the hand and seal of their vice-president, attested by their secretary, a bond or obligation which they delivered to the complainants; that the condition of the bond was that the "said congregation" should pay to "said Rev. Dr. J. H. A. Bomberger, president aforesaid, $1500 in five years, with $1.00 a year interest. It further states that in order to secure the payment of the money, The German Reformed Church of Egg Harbor City executed and delivered to the complainants a certain indenture of mortgage of even date with the bond, which mortgage was made between the former of the first part and the latter of the second part. The defendant, Louisa Baroness von Puechelstein, administratrix, is the owner of the equity of redemption of the mortgaged premises through purchase at sheriff's sale under an execution at law. She has filed a general demurrer for want of equity. On the argument the following causes of demurrer were assigned: that the bill does not aver that the complainants are a corporation, and that the mortgages are not (according to the bill) executed according to the requirements of the act under which the mortgagors are incorporated, (Nix. Dig., p. 804, § 13,) which provides that no deed or instrument of conveyance for any lands, tenements, hereditaments or real estate of the corporation shall be good and effectual in law unless it be sealed with the common seal, and signed by a majority of the corporators. German Reformed Church v. Von Puechelstein. The first ground of demurrer is an objection of form, which cannot properly be raised under a general demurrer for want of equity. But to dispose of it: The complainants are not required to allege in their bill that they are a corporation. Bennington Iron Co. v. Rutherford, 3 Harr. 158; Star Brick Co. v. Ridsdale, 7 Vroom 229. As to the second objection: The defendant's counsel insist that the mortgages were not executed in conformity with the provisions of the law under which the mortgagors were incorporated, and that they therefore have no validity as against the defendant. The first mortgage is stated to have been executed and delivered by the mortgagors to the mortgagees, the complainants. There is a statement as to the officers by whom and the manner in which the bond which that mortgage was given to secure was executed, but none as to the mortgage. The other mortgage is stated to have been executed by the German Reformed Church of Egg Harbor City, "through their trustees." The act declares, (Nix. Dig., 804, § 11,) that the minister or ministers, elders and deacons for the time being of the church shall be the trustees thereof, and a body corporate and politic in law by whatever name they shall assume. As a matter of pleading, the statement of the bill in reference to the execution of the mortgages is sufficient. But the bill alleges that the second mortgage was given to "George Gelbach, treasurer of the Church Extension Fund of the Reformed Church in the United States," and that it was given for "the use and benefit of the German Reformed Church in America to the German Reformed Church of Egg Harbor City." This statement is, in the latter part just quoted, unintelligible, probably from the use, by mistake, of the word "to" for the word "by." But apart from this, the complainants show no title to that mortgage. The bill alleges that it was given to the treasurer of the "Church Extension Fund of the Reform Church in the United States," for the use and benefit of The German Reformed Church in America, not for the use or benefit of the complainants, The Board of Domestic Barnes v. Trenton Gas Light Co. Missions of the German Reformed Church in America. This objection, however, was not raised on the argument. The demurrer is too extensive. It will, therefore, be overruled, with leave to file a new one, on the ground that the bill shows no title to the second mortgage; unless the complainants shall, within ten days from the time of filing the order overruling this demurrer, amend the bill in that respect. BARNES TS. THE TRENTON GAS LIGHT COMPANY. 1. Where executors are authorized to sell the real estate of their testator at their discretion, and the sale is to be made with a view to the investment of the net proceeds on a special trust, the purchaser is not bound to see to the application of the purchase money. 2. An allegation that the purchase money of real estate sold by executors was not paid to or received by them "as executors," and that they, "as executors," received no consideration for the conveyance, is not equivalent to an averment that no consideration was, in fact, paid. 3. If, by such allegation, the pleader intended to state that, although the consideration was paid to the executors, it was paid in such a way as that it ought not to be regarded as having been paid to or received by them in their representative or trust capacity, the facts should have been set forth so as to enable the court to determine the character of the payment. 4. The rule, that notice of facts to an agent is constructive notice thereof to the principal himself, has no application to a case of a sale to a corporation, by its president, of property purchased by him in his private capacity; in such a transaction, the officer, in making the sale and conveyance, stands as a stranger to the company. 5. When an officer of a corporation is dealing with them in his own interest opposed to theirs, he must be held not to represent them in the transaction so as to charge them with the knowledge he may possess, but which he has not communicated to them, and which they do not otherwise possess, of facts derogatory to the title he conveys. Barnes v. Trenton Gas Light Co. THE CHANCELLOR. The bill is filed by the widow of John R. S. Barnes, deceased, who died in April, 1874, to recover her dower as such widow, in certain land in Trenton, which, by the will of Isaac Barnes, father of her late husband, was given to his three children, John R. S. Barnes, William S. Barnes, and Lydia S., wife of Dr. John L. Taylor. By that will the testator gave all his property to his children, subject, however, to a provision that his executors, (his two sons and son-in-law above mentioned), might sell any part, or the whole of the property, as they might deem expedient, the net proceeds of sale to be put at interest so that the testator's widow, Mary Barnes, should receive the interest during her life. The bill states that Isaac Barnes died on or about the 7th of March, 1848; that his will was proved by the executors, and that afterwards, and on or about the 20th of July, 1848, they conveyed the premises in question to Joseph C. Potts, who was a counsellor-at-law, and was their legal adviser, and that he subsequently, on or about the 1st day of August, in the same year, sold the property to The Trenton Gas Light Company, of which he was president. The bill charges that the executors, as such, had no title to the land, and had no power to sell it, except under the will; that on the sale to Mr. Potts, they, as executors, received no money or consideration for it, and that he received the deed from them without paying to them, as executors, any consideration whatever; that at the time of that conveyance there were no legal demands existing against the property; that he took the deed from the executors with full notice of the will and its provisions, and of the powers and duties of the executors; that no money was put at interest by the executors as the net proceeds of the sale, or as any part of the proceeds, in order that Mary Barnes, the testator's widow, should receive the interest during her life; that neither Mr. Potts nor the executors saw to the application of any purchase money for the property, and that the executors never applied any money received by them as the consideration for the sale of the property to the satisfaction of any debts |