Hutchins v. Barre Water Co.

Watson, J. The tax in question was assessed in 1899 on real estate situated in the town of Barre. It is agreed that there was a compliance with all the provisions of law essential to a valid tax, provided the property was legally set in the grand list to the defendant. The defendant says that in May, 1898, it sold its entire water plant, including the real estate on which this tax was assessed, to the city of Barre, by a certain written contract, a copy of which is made a part of the agreed statement of facts, by reason whereof said real estate was illegally listed to the defendant. It is contended that the contract, as executed, is in form to make it a good and valid deed under the statute, .save only that it lacks an acknowledgment; —that it was properly signed and sealed by the defendant, and has the required number of witnesses to convey the real estate. It is further contended that, although the instrument lacked an acknowledgment, one of the listers of the town of Barre was nlotified, on or about the 1st day of April, 1899, by the city, through its clerk, acting under the directions of the city council, that the city owned and was possessed of all of said property, and that therefore the fact that the contract was unacknowledged was immaterial. The contract was not recorded ini the land records of the town; but this fact is also said to be immaterial, for the same reason. However, it is not necessary [39] to consider all of these questions in the determination of the case. The defendant is a private corporation, and it can convey real estate only by a deed executed in the manner prescribed by statute, — by an agent appointed by vote for that purpose. V. S. 2212; Wheelock v. Moulton, 15 Vt. 519; Isham v. Iron Co., 19 Vt. 230; Miller v. Railroad Co., 36 Vt. 452. The conveyance must be in the name of the principal. A deed in the name of the agent is not a conveyance by the corporation. Roberts v. Button, 14 Vt. 195. Nor does the sealing of a deed with the corporate seal import or include a signing by the corporation. Isham v. Iron Co., supra. The contract was signed by the agent personally, and the witnesses were to his signature. It was not a conveyance of the real estate by the defendant, nor was it so intended; for it is therein stipulated and agreed that, upon the purchase price being subsequently fixed in the manner therein provided, and the execution of the promissory note of the city in payment thereof, the defendant should execute and deliver to the city the necessary deeds and conveyances to give a full and complete title and ownership to the property. No> such deeds and conveyances were ever executed and delivered. Nor does the agreed statement of facts show such a compliance with the precedent conditions as to entitle the city thereto. The defendant was the last owner of the real estate in question on the 1st day of April, 1899, and it was properly listed to it. V. S. 368. Judgment affirmed.