
    AUTHORITY OF TOWNSHIP TRUSTEES TO SELL REAL ESTATE.
    Common Pleas Court of Montgomery County.
    Trustees of Harrison Township v. Harrison Township, Montgomery County, Ohio.
    Decided, June, 1907.
    
      Townships — Are Quasi Corporations — Bodies Politic Incorporate for Certian Purpos'es — Powers of Trustees of, under Section 1376 — No Restraint against Sale of Realty.
    
    It is within the powers of township trustees to sell and convey real estate owned by the township when it is for the best interest of the township that the sale be made.
   Snediker, J.

This action is brought by the trustees of Harrison township, Montgomery county, Ohio, for the purpose of obtaining the direction of the court as to the sale of certain real estate on which there is now located a township- hall. The plaintiffs say that said township for many years has been the owner in fee of said real estate; that the same is located on the Salem pike at the corporate limits of the city of Dayton, and that for the following reasons same has become unfit and undesirable for the purposes for which it is used:

1. That it is inadequate for the purpose for which it is used.

2. That it- is about to be annexed to the city of Dayton.

3. That its location is unsuitable.

4. That its value has been greatly enhanced and it is now advisable that the same should be sold, that the fund realized be invested in another and more favorable location.

5. That the buildings are old and delapidated, and for the reasons already stated it would not be prudent or good business policy to spend money in repairing same.

6. That the sale of said real estate would be for the best interests of the township.

They then aver as to the passage of the resolution at a regular meeting to-the effect that said premises should be sold at public auction to the highest bidder and the proceeds reinvested, as above stated; and they ask that they be authorized by and through the officers of the township to sell said property upon such terms as the court may order and deem reasonable, etc.

The testimony in the case fully bore out all of the statements of the trustees in this petition as to the location of the property, its inadequacy for the purposes intended, its being delapidated and out of repair, and as to its being desirable and for the best interests of the township that sale should be made thereof.

The only question, then, that presents 'itself to the court is as to the authority of the township through its trustees in the preanises.

Our first consideration is as to the character of the party seeking the relief. Section 1376 of the Revised Statutes: ,

“Every civil township heretofore or hereafter lawfully laid off and desigiaated, is declared to be and is hereby constituted a body politic and incorporate, for the purpose of enjoying and exercising the rights and privileges conferred aapon it by law,” etc.

A body politic is a body to take in siaccession, fraaned (as to that capacity) by policy, and it is called a corporation or a body incorporate, because the persons are añade into a body and have capacity to take and grant, etc. A township is what is knowaa as a quasi corporation; that is, it is a corporation aggregate, with capacity for particular specified ends, and exercises such powers as are given to it expressly by the statute or by coaaaanon law usage.

The powers of the trustees are defined by the statute, and they caai not in general do any act foreign to the purpose of their creation. If then, the authority prayed for is within their statutory privilege and powers, or if it is vested in them by the coanaaaon law usage, it may be granted; if not, it anaast be refused.

A careful review of the statutes reveals to us no sectioai specially giving township trastees the authority to sell any part of the real estate of the township aased for purposes such as this, nor clo we find that ü is prohibited so io do. We do find, however, iai the section already referred to (1376) that the township is constituted a body politic incorporate for the purpose of en joying and exercising the rights and privileges conferred upon it by law.

AVhat is the common law right of the township as a corporation in this regard 1 Can it dispose of its real estate when necessary to subserve the purposes of its creation1? In Angel on Corporations, Section 187, the author says:

"Corporations aggregate have at common law an incidental right to alien or dispose of their lands and chattels, unless specially restrained by their charters or by statute.”

Section 193. "In general corporations must take and convey their lands and other property in the same manner as individuals, the laws relating to the transfer of property being equally applicable to both. ’ ’

In Watts & Sargeant’s Reports, Vol. 5, Dana v. The Bank of the United States, 243, the court say:

"According to the principles of the common law every corporation has, by being duly created, tacitly annexed to it, without any express provision, the same power and capacity of suing and being sued, impleading and being impleaded, granting and receiving by its corporate name, and of doing all the acts that a natural person has, and this, power and capacity has been said to be necessarily and invariably annexed to it. 1 Kidd on Corporations. * * *

"In regard, however, to real estate, restraints are frequently imposed by statute, though not often as to personal property. So corporations, unless expressly restrained by the act which establishes them, or some other act, have and always have had unlimited power over their respective properties, and may alienate and dispose of the same as fully as an individual may -do in respect to his own property. ’ ’

In 57 Pa., Burton’s Appeal, we find at page 218:

"The right of alienation is an incident of ownership and belongs to a corporation as well as to an individual, when no restraint is imposed in the charter.” Dana v. The Bank of the United States, 5 W. & S., 243; Sutton’s Hospital, 10 Coke R., 30; Angel & Ames on Corporations, 118; Walker v. Vincent, 19 Pa. St. (7 Harris), 369.

In 5 O. S., page 114, in the case of The Town Council of the Town of Newark v. Benjamin Elliott et al, the Supreme Court, in the syllabus, say:

1 ‘ When there is no restraining clause in' the charter of a corporation it may dispose of any property which it has the right to acquire.”

If this is the law (and we are of the opinion that it is), these trustees have full authority to mate this conveyance, it appearing in evidence that in every respect it would be for the best interests of the township that the same should be made.

Let an entry be drawn authorizing said township through its trustees to sell the said property in such manner and on such terms as are consistent' with the faithful performance of the duties of their office as such trustees.

Leriz & Sigler, for the trustees.  