
    Andrew J. Edmondson vs. Washington Orr.
    Whether a deed to land, executed by the attorney in fact, duly empowered to execute one, of a corporation, which conveys the land in the name of the attorney in fact, and not in the name of the corporation, and is signed by the attorney in fact, as such, passes the title to the land; or whether the registry of such a deed is notice to a subsequent purchaser from the corporation of the same land — Query?
    
    If the purchaser, from such an attorney in fact, who has received such a deed, takes possession at the time of his purchase, such possession will be notice of his title to a subsequent purchaser from the corporation.
    And a court of equity will have jurisdiction of a bill filed by such purchaser, having an imperfect deed from the attorney in fact of the corporation, to enjoin an action of ejectment by a subsequent purchaser of the land from the corporation, against him; the bill setting forth the nature of the complainant’s contract of purchase from the attorney in fact, the payment of the purchase money, his possession under the purchase, and the notice thereof to the subsequent purchaser, and plaintiff in ejectment.
    On appeal from the district chancery court at Holly Springs; Hon. Henry Dickinson, vice-chancellor.
    Orr states in his bill, in substance, that in November, 1841, the Union Bank of Tennessee, being the owner of the north-east quarter of section seventeen, township ten, range one, east, lying in Pontotoc county, executed to one Albert H. Wynne a power of attorney, authorizing him to sell the land; that in February, 1843, Orr, the complainant below, purchased the land from the bank, through its agent, Wynne, for $480 cash, which he paid at the time, and immediately went into possession of the land, which he has ever since held, and has made valuable improvements upon it; that Wynne, at the time of the purchase, executed to Orr a deed for the land, signed “A. H. Wynne, agent and attorney for the Union Bank of Tennessee,” intending thereby to convey to Orr the title of the bank to the land. This deed was duly recorded in Pontotoc county, but was defective in not conveying the bank’s title, but only Wynne’s.
    That in October, 1844, the bank executed a power of attorney to one Dismukes, authorizing him to sell the same land, and under this power Dismukes sold the land to Andrew J. Edmondson; that Edmondson had actual notice of the character of Orr’s title, both by the enrolment of his deed and his possession of the land; but, having the apparent legal title, had commenced an action of ejectment in the Pontotoc circuit court, in order to oust Orr of possession. The prayer of the bill was for an injunction to restrain proceedings in the action of ejectment, for a conveyance of Edmondson’s legal title to Orr, and for general relief.
    Wynne’s deed was filed with the bill, and is noticed more at length in the opinion of the court. Edmondson demurred to the bill, and on his demurrer being overruled, he appealed.
    
      R. W. Edmondson, for appellant,
    ■ Cited Frontín v. Small, 2 Raym. Rep. 1418; Holmes v. Carman, Freem. Ch. Rep. 408, 418; Spencer v. Field, 10 Wend. 89 ; Fowler v. Shearer, 7 Mass. R. 14; Elwell v. Shaw, 16 Mass. R. 42; Bogart v. De Bussy, 6 Johns. 95; Stone v. Wood, 7 Cow. 453; Com.'Dig. 458, ch. 14.
    
      Potter, on same side.
    
      William F. Stearns, for appellee,
    Cited Story on Agency, § 270; 3 Sug. on Tend. 439, 440; Massy v. Mcllvaine, 2 Hill, Ch. 426; Langdon v. Woolf oik, 2 B. Monr. 105.
    
      Paxton, on same side,
    Cited Wadsworth v. Wendell, 5 Johns. Ch. R. 224 ; 3 Pick. 149.
   Mr. Chief Justice ShaRKey

delivered the opinion of the court.

Orr filed this bill in the vice-chancery court to perfect his title to a quarter section of land, the legal title to which is held by Edmondson. It seems that the land had originally belonged to the Union Bank of Tennessee; that Albert H. Wynne, in 1841, was was duly appointed attorney of the bank to sell and convey this and other land in this state; and in 1843, Wynne sold the land in question to complainant Orr, and executed a deed, which is said to be defective as a conveyance from the corporation, and is in fact only a deed from W ynne as an individual. As the deed is short, enough of it may be extracted to explain its character. It begins thus : “I Albert H. Wynne, atto. in fact for the President, Directors and Company of the Union Bank of Tennessee, have this day, for and in consideration, &c., sold to Washington Orr a certain tract of land,” describing the land. The warranty runs thus : “ And the said Albert H. Wynne, as atto. aforesaid, covenant and agree to and with the said Orr, on behalf of the said President and Directors, to warrant and forever defend the title,” &c., and it is signed “Albert H. Wynne, atto. in fact for the Union Bank of Tennessee,” and sealed with a scroll. Some time after Wynne sold to complainant, to wit, in 1844, the bank appointed another attorney, who sold the land to Edmondson by proper conveyance, and now the complainant seeks to compel Edmondson to convey to him, on the ground of his prior equitable title. The bill alleges that complainant went into possession immediately after his purchase, and has continued in .possession, making valuable improvements, and that Edmondson purchased with notice, derived from the registration of the deed from Wynne, and from the possession of complainant, and that Edmondson has commenced an action of ejectment for the land. There was a demurrer for want of equity on the face of the bill, which was overruled by the vice-chancellor, and thereupon the appeal was taken.

We need not enter minutely into a consideration of the sufficiency or insufficiency of the deed from Wynne; its insufficiency is admitted by the complainant’s counsel, and indeed it constitutes the whole groundwork of the suit. Still, if it should be obviously sufficient as a legal conveyance from the corporation, there is no cause of a resort to a court of chancery. Conveyances made in this way by the attorney of a natural person, are generally considered insufficient; the conveyance should profess to be made by the principal, and the name of the principal should be signed as by the attorney, unless it be in the execution of a specific or bate act. Paley on Agency, 152, 153. And the same form seems to be necessary with regard to corporations. Angelí & Ames on Corporations, 115, 167, 168. This position of the authors is predicated on a decision in Ohio, and it is probably the law. At all events, as both parties admit, and indeed contend, that the deed was not well executed, we shall take it for granted that it falls within the rule which declares, that deeds executed by agents without the proper forms are inoperative.

On the equity of this bill there seems to be no room for doubt. It presents a fair case for the interposition of a court of equity in aid of the defective execution of a power. In the first place, Wynne was appointed for the purpose of selling the land of the bank, and duly empowered to do so. He contracted with the complainant to sell him the land in question for a valuable con-, sideration. He was thus under a moral and a legal obligation to the complainant to convey to him by valid deed. He did undertake to convey by a proper instrument, a deed. There was more than a mere floating intention to execute the power ; there was an act done towards its execution, and that act is referable to the authority; it professes to be in virtue of the authority. There is no mistaking the object of the agent; the intention is apparent. The defect is merely in the manner of executing a proper instrument. The complainant is a bona fide purchaser, from one authorized to sell, and he has a conveyance, expressing to have been made under the power, but it is defective. So far, then, his case seems to be such as will always entitle a party to the aid of a court of equity. Story’s Equity, § 169 -179. But he is seeking this remedy against one who is also a purchaser. He must present a superior equity, or he cannot succeed. The bill charges Edmondson with notice, derived from the registered deed, and also from the possession of the' complainant. But it is said, that the registry of such a deed was not constructive notice. How far this position is sustained we need not now inquire. Possession has been held to be equivalent to notice, and this is distinctly averred from the time Wynne conveyed to complainant. It was therefore incumbent on the respondent to answer the bill. At least the demurrer for want of equity was not well taken, but we do not mean to decide on any other question. If the demurrer had been differently framed, perhaps we should have been obliged to sustain it on a different ground. Story’s Eq. Plead. § 543.

Decree affirmed and cause remanded.  