
    [S. F. No. 482.
    Department One.
    May 21, 1897.]
    MARY E. BARNEY et al., Appellants, v. JOHN PFORR, Respondent.
    Corporations — Deed without Corporate Seal— Evidence op Authority Essential.—To support the deed of a corporation which is without a corporate seal, it is incumbent upon the party relying upon it to show affirmatively that it was executed by authority of a resolution of the board of directors entered on the records of the corporation, or that it was ratified by such a resolution.
    Id.—Deed Sealed by Trustees—Insufficient Proof of Ratification-Delivery of Deed—Receipt of Consideration—Delivery of Possession.—Where the deed purports to be sealed by the private seals of the trustees of the corporation, for the alleged reason that the corporation has no seal, ratification, in the absence of record proof of authority for the deed or ratification thereof, cannot be inferred from the delivery of the deed, from the receipt of the consideration, and from delivery of possession to the grantee, where there is no proof that the persons who executed the deed were trustees of the corporation, and no proof that any consideration was received by the corporation, which cannot be presumed from a recital in the deed which was not shown to have been executed by the corporation, and where it appears that the grantees were already in possession of the land as squatters, and there is no proof and there is no evidence that any possession was delivered or accepted from the corporation.
    Appeal from an order of the Superior Court of the City and County of San Francisco, denying a new trial. J. M. Seawell, Judge.
    The facts are stated in the opinion.
    
      Blake & Harrison, for Appellants.
    Here the trustees of the corporation acted unanimously, and the authority in such case need not be proved by corporate records. (Eureka etc. Co. v. Bailey etc. Co., 11 Wall. 488; Bank of United States v. Dandridge, 12 Wheat. 68.) Another than the corporate seal is valid, when used with the assent of the directors. (Bank of Middlebury v. Rutland etc. R. R. Co., 30 Vt. 159; Mill Dam Foundery v. Hovey, 21 Pick. 417.) There was ratification by the trustees unanimously in delivering the deed, receiving the consideration, and placing the vendees in possession, and such ratification is equivalent to previous authority. (Civ. Code, sec. 2307; Allis v. Jones, 45 Fed. Rep. 148; Angelí and Ames on Corporations, sec. 304.)
    
      Edward J. Pringle, for Respondent.
    There was no proof that the persons named were trustees of the corporation, or had ever acted as such, and there was no presumption or proof of authority to execute the deed. (Gashwiler v. Willis, 33 Cal. 11; 91 Am. Dec. 607; Southern Cal. Col. Assn. v. Bustamente, 52 Cal. 192; Alta Silver Min. Co. v. Alta Placer Min. Co., 78 Cal. 632, 633; Salfield v. Sutter County etc. Co., 94 Cal. 546; Smith v. Dorn, 96 Cal. 82, 83; Fudickar v. East Riverside Irr. Dist., 109 Cal. 39, et seq.) There was no ratification of the deed. Late and well-considered decisions of this court dispose of the question of ratification, distinguishing clearly between ratification and estoppel. (Blood v. La Serena Land & W. Co., 113 Cal. 221; Salfield v. Sutter County etc. R. Co., 94 Cal. 548, 549.) There was no proof of estoppel nor of receipt of consideration by the corporation, nor of any act on its part.
   Searls, C.

This is an action of ejectment to recover possession of a parcel of land in the southerly part of the city and county of San Francisco.

Defendant denied the title of plaintiffs, and pleaded the bar of the statute of limitations as provided by sections 318 and 319 of the Code of Civil Procedure.

At the trial a nonsuit was granted on motion of defendant, and plaintiffs appeal from an order of the court denying their motion for a new trialx

The question involved turns upon the propriety of a ruling of the court excluding a deed of conveyance of the property in question by the Islais and Salinas Water Company (a corporation) to Henry B. Potter and Abel Wade, dated January 2, 1861.

Plaintiffs claimed under said Potter and Wade. A like deed from the same grantor to Charles Mayne was the subject of a like ruling, but, as the deed first indicated presents the question fully, further mention of the Mayne deed is unnecessary.

The deed to Potter and Wade describes the grantor as follows: “The Islais and Salinas Water Company, a corporation duly formed under the laws of the state of California, having its principal place of business in the city and county of San Francisco, of the first part,” etc.

The deed continues in the usual form, and, after the habendum clause, closes as follows:

In witness whereof, the said party of the first part hath caused these presents to be signed with its corporate name by Francis L. A. Pioche, Henry A. Cobb, and Cornelius De Boom, the trustees of said corporation, and to be sealed by said trustees with their respective private seals (said corporation having no common seal), at the city and county of San Francisco, the day and year first above written.”

[Signed] “ The Islais and Salinas Water Company,

By “ F. L. A. Pioche, [Seal] “ H. A. Cobb, [Seal] “ C. De Boom, [Seal]

Proof was made that the corporation grantor had three trustees, but there was no proof that the parties signing the deed were such trustees, nor was there any authority shown from the corporation to anyone to make the sale or to convey the land; nor was there any resolution ratifying such conveyance.

To support the deed of a corporation, which, as in this case, is without a corporate seal, “ it is incumbent on the party relying on it to show affirmatively that it was executed by authority of a resolution of the board of directors entered on the records of the corporation, or that it was ratified by such resolution.” (Fudickar v. East Riverside Irr. Dist., 109 Cal. 39; Smith v. Dorn, 96 Cal. 73; Salfield v. Sutter County etc. R. Co., 94 Cal. 546; Alta Silver Min. Co. v. Alta Placer Min. Co., 78 Cal. 629; Southern Cal. Col. Assn. v. Bustamente, 52 Cal. 192; Gashwiler v. Willis, 33 Cal. 11; 91 Am. Dec. 607.) These cases establish the doctrine enunciated in the above quotation so firmly that further elaboration is deemed unnecessary.

Appellant claims that, conceding there was not sufficient authority shown from the corporation to the persons who executed the deed to convey, there was a ratification, as is shown by the delivery of the deed by the trustees, receipt of the consideration, and placing the vendees in possession. The infirmity of this argument is: 1. There is no proof that the persons who executed the instrument were trustees of the corporation; 2. There is no proof that any consideration was ever received by the corporation, except as recited in the deed, and, as that was not executed by the corporation, no presumption arises that it received any consideration; 3. Wade and Potter are shown to have been squatters as early as 1853 upon the land in dispute, with a large area in addition, amounting probably to three hundred acres, and there is no evidence that any possession of any of the land was delivered to or accepted by them from the corporation, grantor in the disputed deed. The case falls far short of showing a ratification by the corporation of the conveyance to Wade and Potter.

Aside from the deeds, which were properly excluded, the evidence failed to show a possession in plaintiffs sufficient to support ejectment.

We recommend that the order appealed from be affirmed.

Haynes, 0., and Belcher, 0., concurred.

For the reasons given in the foregoing opinion, the order appealed from is affirmed.

Harrison, J., Garoutte, J., Van Fleet, J.

Hearing in Bank denied.  