
    The East Rome Town Company vs. Brower et al.
    
    1. Though the by-laws of a corporation invest a certain officer with power to make contracts and execute conveyances, yet where the contract is made directly with the corporation and is registered on its books, any papers executed by the officer to carry the contract into effect are prima facie unwarranted, in so far as. they depart from the terms agreed upon and so registered.
    2. The court erred-in not granting a new trial.
    March 3, 1888.
    Equity. Corporations. Officers. Contracts. Before Judge Maddox. Floyd superior court. March term, 1887.
    Reported in the decision.
    Joel Branham and Underwood & Rowell, for plaintiff in error.
    
      C. N, Featiierston and W, W. Brookes, for defendants.
   Bleckley, Chief Justice,

The object of the bill in- this case was to' correct a deed. There was evidence tending to'show that in the contract made between the parties, there was a reservation' absolute and unqualified as to a certain part of the premises, Whereas the'deed- qualified-in a material- respect'that reservation; The court, in charging- the' jury and dealing with the case throughout the trial, seemed to consider that the highest evidence of the contract was-the deed-itself, and-the'bond for titles in-pursuance of which the deed was made. But the evidence prbves conclusively that it was the understanding of both- parties that the contract should be and was' made directly with the corporation, whereas the bond for titles and the deed were- simply the acts of officers of the'corporation.- The corporation records-manifested the contract as the complainant contended that' it was; and if these records- were prbperly made, they were, in this litigation,, the highest and best- evidence of what it was. If they were improperly made, or did not speak-the truth, they would be reduced from this superior rank. The court,.we think, made the mistake of treating the secondary as the primary; like taking the moon for the sun. The bond’and- deed being executed-expressly in pursuance of the resolution-of tlie corporation,-could shine with' only a' reflected light; whereas the court treated them as shining with original, primary light. The fact that the by-laws of the corporation' invested the president with- certain powers; touching contracting-' and executing contracts, would not prevent the corporation' from--exercising like powers; as it is merely a business corporation, and when it acted-as principal, the president merely acted as agent in executing its orders. The court erred in not granting- a new trial.

Judgment reversed.  