Touart v. Jett Bros. Contracting

SAYRE, J. The bill in this case was filed by the appellee, a corporation chartered under the laws of this state, to qiet title to a certain lot in the city of Mobile. The bill, which is filed under chapter 127 of the Code, avers that complainant owns and is in peaceful possession of the lot, which is 'described as will appear in the statement of the case to be made by the reporter. By demurrer, overruled in the court below, defendant asserted two propositions, which are renewed here: (1) The hill fails to aver complainant’s corporate power to [642] own real estate. (2) The land is insufficiently described. 1. There are two reasons which operate together to answer the first ground of demurrer: (1) By statute it is made the common right of business corporations organized under the laws of this state “to acquire, hold, purchase, * * all such real and personal property as may be necessary or convenient for * * the conduct or management of its business, or as its purposes may require, and all other real or personal property which shall have been bona fide conveyed, transferred, pledged, or mortgaged to the corporation by way of security for, or in satisfaction of debts, or purchased at sale under judgment or decree obtained for such debts.” — Code 1907, § 8841. In Wilks v. Georgia Pacific Railroad Co., 79 Ala. 180, relied upon by appellant, the bill was filed by the railroad company for the specific performance of a contract to convey the mineral interests in described lands, and the right to enter and mine the same. Nothing to the contrary being alleged, the court assumed that the powers of the complaining company Avere those conferred by the general statutes on railroad companies, Avhich Avere, at that time, to acquire real estate for right of way and for building depots, side tracks, machine shops, car factories, and- other buildings necessary and incident to the business. — Code 1876, § 1880. It thus appeared upon the face of the bill in that case that the complainant corporation had no power to acquire and operate mines. A different aspect of that case was presented on a second appeal after the bill had been amended.—Georgia Pacific Railway Co. v. Wilks, 86 Ala. 478, 6 South. 34. Prima facie the contracts of a corporation are valid. There is no presumption that corporate power has been exceeded, and the burden of showing invalidity rests on [643] the impeaching party.—Ala. Gold Life Ins. Co. v. Central A. & M. Ass’n, 54 Ala. 7; Boulware v. Davis, 90 Ala. 207, 8 South. 84, 9 L. R. A. 601; Torrent Engine Co. v. Mobile, 101 Ala. 559, 14 South. 557. (2) Whether a corporation owns more land than it is authorized to own concerns only the state, and cannot he raised collaterally hy private persons. — 2 Cook, Corp. § 694, and elaborate note. As said by Field, C. J., in Natoma Water Co. v. Clarkin, 14 Cal. 544: “It would lead to indefinite inconveniences and embarrassments if, in suits by corporations to recover the possession of their property, inquiries were permitted as to the necessity of such property for the purposes of their incorporation, and the title made to rest upon the existence of that necessity.” But in Morgan v. Donovan, 58 Ala. 241, it was said hy this court that in a suit to enforce a contract of purchase which remained executory, or to recover for its breach, the question of ultra vires would be a material consideration. The same point was well developed in Long v. Georgia Pacific Ry. Co., 91 Ala. 519, 8 South. 706, 24 Am. St. Rep. 931, and observed in Railroad Company v. Moore, 121 Ala. 380, 25 South. 602. The case at hand does not fall within the influence of the decisions to which we have last referred. 2. The objection to the sufficiency of the description of the property involved rests upon the use in that description of the words “more or less.” These words are profusely used, an installment being dropped at every c'orner; but we apprehend that if the language of the description, construed together, would be sufficient to pass the title in a conveyance, it will suffice to describe the property in a. hill for relief concerning the property. The words “more or less’’ are ordinarily intended and understood, not to admit of infinite variation, as appel [644] lant seems to argue, but to restrain the representation “to a reasonable or usual allowance for small errors in surveys.”-Hodges v. Denny, 86 Ala. 226, 5 South. 492. By courses and distances, which the phrase objected to makes closely approximate, in connection with fixed monuments — that is, public highways, fences, and adjoining closes, which control the distances (4 Am. & Eng. Encyc. 761-765) — the premises are so plainly described that, if the action had been ejectment, a survey- or would have been able in case of recovery to locate the exact limits, and the sheriff would have been able to execute a writ of possession. We are therefore of the opinion that the land in controversy was sufficiently described. The decree of the law and equity court will be affirmed. Affirmed. Dowdell, C. J., and. Anderson and Evans, JJ., concur.