Claremont College v. Riddle

Hoke, J. We concur in his Honor’s view’that the title offered in this case is a good one, and that defendant must pay the contract price. As-we understand his position, it was objected for defendant: (1) That the original incorporation of Claremont Female College was defective in that the proposed charter was registered in the office of the register of deeds, and not before-the clerk, as required! by~T"he Code of 1883, sec. 618, and now iii~theoffice ofEecretary of State, Revisal 1905, sec. 1139.' So far as we can ascertain, at the time this incorporation was had or attempted,-in 1880, the law applicable was that of 1871-’72, and, under that act, the registry in the office of the register of deeds seems to have been the proper place (Laws 1871-’72, ch. 199, sec. 8) ; but if we are in error about this, and some amendment has 'escaped attention, and if it be conceded that the registry had was not the proper method, it would not avail defendant *216 in this instance, for the reason that, upon all the testimony and the facts as found by his Honor, the Claremont Female College had and possessed all the attributes óf a corporation de facto, towit: “A statute under which it might have been organized. (2) A bona fide attempt to organize pursuant to the statute. (3) An actual user of the corporate powers incident to such an organization.” 10 Cyc., 252-253. And as such, and in reference to third persons, it could take and hold property and exercise, under its charter, all the powers of a corporation de jure. Finnegan v. Noerenburg, 52 Minn., 239; Investment Co. v. Davis, 7 Ind. Ter., 152; Marshall v. Keach, 227 Ill., 35; 1 Clark and Marshall, sec. 81, pp. 230-233. Its powers to act could only be drawn in question by the State, on suit regularly entered, and this source of interference is removed by the action of the Legislature amending the original charter. Private Laws 1909, ch. 58. Not only does an amendment, in distinct recognition of the corporate existence, conclude the State in this respect (R. R. v. City of St. Louis, 66 Mo., 228; Bashor & Stebbins v. Dressel, 34 Md., 503; People v. Perrin, 56 Cal., 345), but this statute expressly provides (section 3), “That the original charter of said college is in all respects wherein the same is not inconsistent herewith, recognized, ratified, and confirmed.” It was further insisted that, under the first deed from. H. "W. Robinson, the original owner, the specific property was restricted, to school purposes, and not otherwise, and this by reason of the language of the habendum, as follows, the deed being to J. E. Murrill et PI., incorporators and trustees of the college: “To have and to hold the aforesaid lands and premises to the party of the second part and their successors in office forever, for the only proper use and behalf of said Claremont Female College as aforesaid.” The original charter makes provision that it is to establish a female college, and for that purpose, among other things, may take, receive, and hold property, real and personal, which may be conveyed to said corporation or to said trustees and their successors for the use and benefit of the same, etc., and it is held with us and by the weight of authority elsewhere that the words of this habendum do not have the effect contended for *217 by the defendant, appropriating the specific property to school purposes, under condition subsequent, but, unless there is imperative and express provision to the contrary, as in Church v. Ange, 161 N. C., 314, these and words of similar import shall be held to express only the purpose of the grantor in making the deed, and that as to third persons the power of the trustees.or other corporate authority to convey the property is not impaired. Fellowes v. Durfey, 163 N. C., 305; St. James v. Bagley, 138 N. C., 384; Dowden v. Rayburn, 214 Ill., 342; Rawson v. School District, 89 Mass., 125; Hunter v. Murphy, 126 Ala., 123; Carroll Co. Academy v. Gallatin Academy, 104 Ky., 621. And, in any event, there would only be a possibility of reverter in H. ~W. Robinson and his heirs, and, as we interpret the record, this has been entirely removed in the present case by a subsequent deed of Robinson, conveying the property to the college, without any qualifying words whatever. In this connection, it may be well to note that this property was acquired and the deeds bear date in 1880, and, after that time, making same subject to the statute of 1879, now Revisal, sec. 946, and by which it is provided that all deeds shall be construed to be in fee, with or without the word “heirs,” unless it is shown by “plain and express” words or it shall plainly appear by the conveyance or some part thereof that the grantor intended an estate of lesser dignity. Thé decision of Allen v. Basherville, 123 N. C., 126, is not controlling, therefore, on the construction of the present title; and it will be noted further that to cure or remove any defect, or the appearance of it, by reason of the original deed having been made to the trustees by name, these trustees have all executed a deed conveying the property to the college under its present and proper title of “Claremont College.” Again, it is contended that under the statute amending the charter the property has been placed under the control and management of the “Classis of North Carolina Reformed Church of the United States,” and that they should be made party to the suit; but this position cannot be sustained. True, the Reformed' Church had been placed in the control of the school and the *218 property, but a perusal of tbe statute will disclose tbat a governing body of trustees is provided for, who are to take and bold tbe property and are sufficiently representative to bind tbe cburcb by decree entered in tbe cause to wbicb.tbey are parties. And tbe suggestion finally made tbat tbe property is required for school purposes is not one presented in tbe record; Doubtless if it were properly made to appear tbat a proposed sale or conveyance of tbis property or any part of it would render tbe trustees unable to continue or conduct a school, as provided and contemplated by tbe charter, a court would interfere to stay tbe sale; but tbis is a matter which affected tbe internal management of tbe corporate affairs and does not concern tbe purchaser. Wilkinson v. Brinn, 124 N. C., 723. It would seem from a perusal of tbe present charter as amended tbat tbe Corinth Reformed Cburcb of Hickory, N. 0., is tbe body more especially charged with tbe duty of looking after tbis interest, and tbat cburcb, by its accredited representatives, has been made a party plaintiff, and thereby joins in tbis tender of title, and certainly is 'concluded by tbe decree. There is no error, and tbe judgment is Affirmed.