Saunders v. Farmer

Dob, C. J. The Merrimack Lumber Company was a de facto corporation, organized under a general law of Massachusetts. The-defendant objects that the organization was not legal, (1) because the articles of association were not warranted by law, being in part for purposes not named in the statute; (2) because the certificate filed with the secretary of state did not conform to the articles. This case is not an exception to the rule that the legality of the organization and existence of a corporation de facto, and its power to hold and convey real estate, cannot be collaterally and inequitably drawn in question. Mor. Corp., ss. 696 a., 710, 711, 745-778, 1002, 1008, 1015. 1030; Dill. Mun. Corp., s. 43; Atchison R. R. v. Wilson, 33 Kan. 223; Ossipee Co. v. Canney, 54 N. H. 295, 312; Lorris v. Sweeney, 60 N. Y. 463, 467. Land bought at a tax sale cannot be held absolutely by the purchaser against the owner, when a relation of trust and confidence, existing between them, renders it inequitable that the purchaser should deprive the owner of the land. The principle is applied when it is the duty of the purchaser to pay the tax, and in many other cases. Cool. Tax. 500-509; Burr. Tax. 353; Woodbury v. Swan, 59 N. H. 22; Kezer v. Clifford, 59 N. H. 208. The defendant’s father was tenant or licensee of the owners. He and they were interested in the maintenance of their title. They entrusted him with a possession and use. To some extent it was necessarily understood that he should exercise care, act as owner, and refrain from waste and from the destruction of the owners’ interest. Under existing relations he could not equitably extinguish their title, and acquire the land himself, by buying it at a tax sale and concealing his purchase till the time of redemption expired. As the defendant’s position was no better than his father’s, he cannot set up the tax title against the plaintiff for an inequitable purpose. He holds it on a trust that is equivalent to an extension of the plaintiff’s time of redemption. 4 Kent Com. 371, note c. The sum paid by the defendant will be ascertained at the trial term and when the plaintiff deposits with the clerk the amount found due on an equitable accounting, he will be entitled to judgment. Case discharged. Stanley, Smith, and Clank, JJ., did not sit: the others, concurred.