Standifer v. Swann

SOMERVILLE, J. The evidence shows a clear prima facie right of recovery in the plaintiffs, to the lands sued for, unless the defendants have succeeded in showing a better title. Swann & Billups v. Lindsey, 70 Ala. 507 ; Swann & Billups v. Larmore, Ib. 555. The defendants seek to do this by the introduction in evidence of a deed, purporting to be the deed of the Alabama and [92] Chattanooga Railroad Company, which is shown to have been executed by one John C. Stanton, as general superintendent, who also claimed to be attorney in fact of said railroad company. The question is, Did this deed, under the facts of this case, convey to the grantees the legal title to the lands? It may be conceded, that the Alabama and Chattanooga Railroad Company itself had the lawful right to convey the lands, in accordance with the act of Congress under which they were granted, subject to the trust that the proceeds of sale should be appropriated to the payment of the first mortgage bonds of the company, issued to the State. — Acts 1869-70, pp. 89-90; Swann & Billups v. Larmore, supra. The whole case, then, is reduced to an inquiry as to the agent’s authority to make the sale. Was John C. Stanton the attorney in fact of the railroad company, duly authorized by them to make the deed? and, if so, has this fact been established by proper legal evidence ? In this State, all conveyances for the alienation of landsar e required to be written or printed on parchment or paper, and must be signed at their foot by the grantor, or contracting party ; and if the conveyance is made by an agent, he is required by statute to have “a written authority.” — Code 1876, § 2145. So, every contract for the sale of lands, which is required by our Statute of Frauds to be in writing, if executed by an agent, must be also under wi’itten authority. — Code, § 2121. It is manifest that no body corporate can appoint an agent to convey lands, except by the vote of its directors, or other managing board, in whoxn the power to sell may be reposed by charter’, or by general law. — Angell & Ames Corp. (11th ed.) § 232 ; Wood’s Field on Corp. § 220 ; Tenn. &c. R. R. Co. v. E. Ala. Railway Co., 73 Ala. 426. The defendants have failed to produce any corporate proceedings, or minutes, showing the appointment of Stanton as agent of the railroad company, with authority to sell and convey lands. This was the best and only legal evidence of such authority, and, in the absence of it, the deed from Stanton would be no evidence of title, but only of color of title; and it was properly limited by the court, in its legal operation, to the latter purpose. It is insisted that the Alabama and Chattanooga Railroad Company would have been estopped to deny the authority of Stanton, because they were cognizant of the fact that he was assuming to act as their authorized agent in making sales of their lands; that he was impliedly authorized to make the deed in question, because thus held out by the company as their agent; and that this estoppel must operate on the plaintiffs who claim through privity of title with said company. It is also said, that the company ratified the act of Stanton, even if it [93] was up authorized, and that this is equivalent to a prior authority, and operates as an estoppel. Whatever force there may be in these suggestions, it is clear that they could create no interest in the grantees of the deed, except a mere equitable title of which a court of law will take no notice in an action of ejectment, instituted to try only the legal title. Equitable estoppels of this character, under the rule established in this State, do not operate to divest the legal title of lands. As said in Kelly v. Hendricks, 57 Ala. 193, “in a court of law, there can be no estoppel affecting the title to land, which is not in wilting; for, at law, the title can pass only hy writing.” — Allen v. Kellam, 69 Ala. 442 ; Hendricks v. Kelly, 64 Ala. 388 ; Robertson v. Bradford, 70 Ala. 385. The defendants never having acquired a legal title to the lands in controversy, if indeed one of any nature, they can derive no such protection from the act of February 23, 1876, invoked in argument, as to transmute their title into a legal one. Acts 1875-76, pp. 130, 145. Under the influence of section 19 of this act, the deed made by the Governor of Alabama excepts from the operation of the conveyance made by him to the plaintiffs, Swann & Billups, such lands as had been “ sold by said railroad company under the authority reserved to it in said act of the 11th of February, 1870,” to bona fide purchasers. The language of the act is, that “ the titles of all bona -fide purchasers of any portions of said lands, acquired under said authority, is hereby confirmed.” It needs no argument to show, that purchasers in good faith were confirmed only in such titles as they had acquired, without the creation of any new right or title. The foregoing considerations are, in our opinion, fatal to any right of recovery, in this action, on the part of the defendants, and fully justified the giving of the general charge to find for the plaintiffs if the jury believed the evidence. If, moreover, the proof had showed an authority on the part of John C. Stanton to make sales of these lands granted by Congress under the acts of June 3, 1856, and of April 10, 1869, we would be strongly inclined to hold that no such sale could be made except for cash or its equivalent, and that it could not be made to pay the ordinary debts of the company, as attempted in this case. The railroad company claimed the power to sell solely under theact of February 11th, 1870, passed by the General Assembly of this State. A proviso attached to this power declared, that “ the proceeds of said sales shall be appropriated to the payment ” of certain mortgage bonds of the company, which were issued to the State. — Acts 1869-70, sec. 1, p. 90. A trust was thus created in the purchase-money accruing from such sales, which could not be diverted to any other [94] use or purpose than that specified. The only consideration of the deed made by Stanton is shown to have been professional services rendered by Standifer, one of the grantees, as attorney for the company. He was charged with a knowledge of the law, which authorized such sale only for a consideration which could be utilized for the payment of the mortgage debt due the State; and this, it would seem, would be sufficient to vitiate the conveyance, because it was made on a consideration clearly not authorized, and in contravention of the statute. The judgment must be affirmed. Clopton, J., not sitting.