
    *Lessee of Jerusha Hatch v. John T. Barr.
    
      Conveyance by Corporation.
    
    This was an action of ejectment, tried in the supreme court of Hamilton county. The case was as follows:
    At June term of the supreme court in Hamilton county, in the year 1821, a judgment was recovered by the treasurer of state .against the president and directors of the Miami Exporting Company for $9,618.27. Upon this judgment execution issued, and was levied upon the property in dispute, the bank house in Cincinnati ; and the law not requiring property seized upon execution for a debt to the state to be valued, the plaintiff bid off the house for the sum of $250, at sheriff’s sale. A deed of conveyance by the sheriff to the plaintiff was duly executed, and upon these proceedings and this deed the plaintiff rested the cause.
    The defendant produced a paper purporting to be a conveyance of the property in question to him, by the president and directors of the Miami Exporting Company, dated the 8th day of June, 1821. In this deed the president and directors of the Miami Exporting Company were named as grantors. The attesting clause was as follows: “ In witness whereof, I, Oliver M. Spencer, President of ■the said Miami Exporting Company, have hereto set my hand and ■seal," etc. “ Oliver M. Spencer, President of the Miami Exporting Company,” written opposite a seal of wafer and paper, with no •distinct impression.
    In connection with this deed the defendant produced a resolution of the board of directors of the Miami Exporting Company, made on the same 8th day of June, 1821, in the following words:
    
      “¡Resolved, That the president of this institution be authorized and directed to sell and convey to John T. Barr, of Baltimore, by deed in fee simple, with covenant of general warranty, the brick house and lot which was conveyed to the president and directors •of the Miami Exporting Company by Martin Baum, by deed bearing date the 26th day of March, 1816. Also, one hundred and thirty-eight acres and one-tenth of an acre, in the fourth section of the third ^township, of the second fractional range in the county of Hamilton and State of Ohio, being the same land that was conveyed to said company by the president and directors of the Bank of Cincinnati, by deed bearing date the 8th day of February, 1821. Also, the house and lot, late the property of David Brown, lying on Fifth street, in the town of Cincinnati, and being a part of lot No. 293, and which was conveyed to said Miami Exporting Company, by R. Ayres, sheriff of said county, by deed bearing date 23d day of June, 1820, for the consideration of the sum of ten thousand seven hundred and sixty dollars, in part discharge of the debt due from this institution to the said John T. Barr.
    
      “ Resolved, That the said president be authorized to execute to the said John T. Barr a bond, with a condition that if the said John T. Barr shall at any time within the term of one year reconvey to this institution the same property in the same manner, the conveyance shall be received, and the sum of ten thousand seven hundred and sixty dollars placed to the credit of the said John T. Barr on the books of this institution.”
    The defendant further offered to prove, in connection with the deed and resolution above stated, that the sum of ten thousand seven hundred and sixty dollars was paid to the bank at the time of making the deed, by a check in favor of the bank, drawn by the agent of John T. Barr, and charged to his account on the books, which fact of payment so made was admitted by the counsel for the plaintiff.
    The defendant further offered proof that the Miami Exporting Company had never, by any formal resolution, adopted a seal; but that the seal impressed upon the paper in question was procured by the president, and had been used as the seal of the institution, which fact was also admitted by the plaintiff’s counsel.
    The plaintiff objected to the paper purporting to be a deed being given in evidence to the jury, because not executed by the president and directors of the company and under the seal of the corporation, and therefore not operative as a conveyance. The court decided that the deed could not be given in evidence to the jury, and the plaintiff had a verdict.
    *The defendant moved for a new trial on the ground that the court erred in not -permitting the deed to go the jury. And at his request the decision of this motion was adjourned to. -Columbus.
    
      Wade and Hayward, in support of the motion:
    It is believed that two questions only are involved in the case:
    1. Whether Oliver M. Spencer, as president of the Miami Exporting Company, was fully authorized by the resolution passed the 8th of Juno, 1821, to make a good and sufficient conveyance of the property in dispute to the defendant? And:
    2. Whether he has made the conveyance in conformity with the. power with which he was invested?
    
      First. That the resolution of the board of directors contains all the essential requisites of a special power of attorney to convey real estate will not be denied ; and that Mir. Spencer, as president of the institution, was fully authorized to make the conveyance purporting to have been made in the deed, can not bo doubted. As bet-ween the bank and the defendant there does not appear to have-been any dispute, everything was done in good faith, and the resolution was adopted unanimously.
    
    
      Second. It is admitted, as a general rule of law, that the attorney must execute his power in the-name of his principal, and not-in his own name ; but it is respectfully contended that the present case does not come within that rule and must not be governed by it. Here the Miami Exporting Company had made an agreement, with the defendant for the sale of the property in question,'and it became necessary for the corporation to make good and sufficient, deed of conveyance for the same. This could only be done by some one of its officers, or some other person specially appointed, and authorized for that purpose. The president of the institution was authorized to execute the deed, and not Oliver M. Spencer in bis private capacity. It has been done so. In this he did not act as the attorney for the bank, but as the president of the corporation. And in that capacity it was contemplated he would act by the-general tenor of the resolution. The bank was to convey, and the president of the bank was to execute the deed of conveyance. And how, it is confidently tasked, does the instrument vary from, the spirit and meaning of the resolution ? It is in every particular, in both form and substance, a deed from the Miami Exporting Company to the defendant, with the exception of the c,lause of execution, and that, it is contended, is defective only in form, which is not such a defect as to render the instrument void. There is no-particular form of words required in the execution of a deed under a power of attorney, and it matters not what form of words is-used, if the authority is sufficient to warrant the act done. 2 East, 142; 4 Hen. & Mun. 184. The objection to the execution of this instrument is strictly technical, and is believed to be more specious than solid. Had the form been: “ The president and directors of the Miami Exporting Company, by Oliver M. Spencer, their president, etc.,” no objections would have been raised, for the seal used is the only seal over used by the company. These additional words are words of form only, and it will not be denied that Mr. Spencer had full and lawful power to have used them in the present case, why, then, should an instrument entered into, in good faith, for a lawful and sufficient consideration, and containing every, essential matter of substance, be deemed invalid and of no effect? Could the bank come into court, under any circumstances, and take advantage of the form of the execution and have this instrument adjudged void ? It is believed it could not; their own resolution would meet them at the threshold, and bar their objection. And besides, technical objections are never suffered to influence a legal decision, where their tendency is manifest injustice; and where they can not be sustained without a flagrant violation of the equity of the case.
    Hammond, for the plaintiff:
    The resolution of tho board of directors is not a good power authorizing the president of the institution to convey. A power of attorney to convey real estate must be executed with all the formalities of an actual conveyance. The resolution may be good authority for the president to sell and convey the lot for the company and in their right, but it can not operate so as to sustain a conveyance made by him as president.
    *The paper offered in evidence purported to be a,deed in which the company were grantors, but it was not executed by them. To effect this, the attestation clause of the deed should be in their name, and under their common seal. It is in the name of the president under his own seal. The grantors have not executed the writing. They can execute it in but one manner: as a corporation under their corporate seal. If the president executed it as their attorney, the same form of attestation must be used. As president, and in that character, he can not convey the real estate of the company. They can not convey without using a common seal. They might as well adopt the seal used as any other, but it must be adopted by resolution. 1 Swift, 71; 2 Conn. 579. And it must be named in the attestation clause of the deed.
   By the Court :

The paper offered in evidence purports to be a conveyance from the president and directors of the Miami Exporting Company as grantors. It is executed by O. M. Spencer as president, in his own name and under his own seal as president. The grantors named in the deed do not execute it. The person who executed it had no interest in the subject conveyed, and is not named as grantor in the deed. It is, therefore, no conveyance. The motion for a new trial is overruled, and judgment entered on the verdict.

Judge Burnet, being a stockholder in the Miami Exporting Company, did not sit in this case.  