Ky.

are expressly forbidden. Lindemeier v. Lindemcier,

(15 S. W. Rep. 524).

Sec. 107. Assignments for creditors. When the debtor has once entered upon the doing of those formal acts necessary to make an assignment for the benefit of creditors he can thereafter make no valid preferences if he persevere and complete the assignment thus begun. Peed v. Elliott, 134 Ind. 536 (34 N. E. Rep. 319). The reservation of a homestead, which, in fact, is not exempt, in an assignment for the benefit of creditors, with preferences, does not invalidate the assignment. Baker v. Baer, 59 Ark. 503 (28 S. W. Rep. 28). The assignee has no higher or better title than his assignor. Lockett & Co. v. Robinson, 31 Fla. 134 (12 So. Rep. 649; 20 L. R. A. 67). Under U. S. Rev. Stat. § 5046 prescribing what shall pass to an assignee in bankruptcy, it is held that a parol agreement allowing the bankrupt the right to redeem from a particular deed, made before the assignment, passes to the assignee, and cannot be enforced by the bankrupt after his discharge. Foraast v. Hyman, 138 Ill. 423 (28 N. E. Rep. 800). An assignee in bankruptcy under the bankrupt law of the United States takes the bankrupt's title to all his property, and his title cannot be divested without an order of the court having control and administration of the trust. May v. New Orleans & Carrollton R. R. Co., 44 La. An. 444 (10 So. Rep. 769); Chachere v. Bloch, La. (16 So. Rep. 176). See Records; As to what is recording. The title of an assignee in bankruptcy is not divested by an order of the court having charge thereof permitting creditors to withdraw their claims filed and institute suit directly against the debtor. Kreiger v. Seng, Ky. (18 S. W. Rep. 1015). As to the force and effect of an assignment for the benefit of creditors made by a non-resident debtor, as a conveyance of land in another state. Thompson v. Ellenz,

Minn. (59 N. W. Rep. 1023). Where an insolvent executes a conveyance purporting to convey absolutely all his property to a trustee, which states that it is "to secure," and is "intended as a mortgage to secure," debts due a part of his creditors, and authorizes a sale by the trustee, such instrument

is a valid mortgage with a power of sale, and not a general assignment under Sayles' Tex. Civ. Stat., art. 65a. Laird v. Weis, 85 Tex. 93 (23 S. W. Rep. 864). Whether or not an assignment or deed of trust is a general assignment under the provision of Tenn. Acts 1881, ch. 121, prohibiting preferences, must be determined by the face of the instrument and not by evidence dehors the instrument. Stedman v. Dobbins, 93 Tenn. 397 (24 S. W. Rep. 1133). Ky. Gen. Stat. ch. 39, art. 2, § 34; ch. 44, art. 2, § 3, applied-assignment by operation of law-presentation of claims-rights of lien creditors. Bank of Louisville v. Laughbridge, 92 Ky. 472 (18 S. W. Rep. 1). Ky. Gen. Stat., ch. 44, art. 2, § 1, construed-conveyance in contemplation of insolvency, with a view of preferring creditors, to operate as an assignment for the benefit of creditors. Baker v. Kinnaird, 94 Ky. 5 (21 S. W. Rep. 237); Levis v. Zinn, 93 Ky. 628 (20 S. W. Rep. 1099). N. Y. Laws 1887, ch. 503 applied-effect of preference of creditors. Central N. Bank v. Seligman, 138 N. Y. 435 (34 N. E. Rep. 196). Ohio Rev. Stat., § 6343, applied-effect of preferring creditors. Gashe v. Young, O. St. (38 N. E. Rep. 20). U. S. Rev. Stat., §§ 5016, 5053, 5057, applied-sale in bankrupt proceedings. Moorman v. Arthur et al.,

(18 S. E. Rep. 869).

Va.

Sec. 108. Miscellaneous notes. The word "execute when applied to a written instrument, unless the context indicates that it was used in a narrower sense, imports the delivery of the instrument. Le Mesnager v. Hamilton et ux., 101 Cal. 532 (35 Pac. Rep. 1054; 40 Am. St. Rep. 81). Ky. Civ. Code, § 732, subd. 7, prescribing what shall constitute a "signature" applies only to such instruments as are required to be executed under the provisions of the Code, and does not apply to ordinary conveyances. Meazles v. Martin, 93 Ky. 50 (18 S. W. Rep. 1028). A conveyance of land of an estate by the administrator, making no reference to his representative character, he being also a devisee, is effective only as to his individual interest. Cohca v. Hemingway, 71 Miss. 22 (14 So. Rep. 734). An interesting article on "Land Transfer Reform." 28 Am. Law Rev. pp. 196-210.

GORPORATIONS.

EPITOME OF CASES.

Sec. 109. Power to own real estate.

In the absence of any proof a corporation is presumed to have power to purchase and hold land. Stockton Sav. Bank v. Staples, 98 Cal. 189 (32 Pac. Rep. 936). In the absence of a statute, the capacity of a corporation to take a conveyance of land after the transfer has reached completion, cannot be called in question in a collateral way except by the state. Connecticut Mut. Life Ins. Co. v. Smith, 117 Mo. 261 (22 S. W. Rep. 623; 38 Am. St. Rep. 656). Where a corporation is authorized for some purposes, or to a limited extent, to take conveyance of and hold real estate, a deed of lands for other purposes, or beyond the limit allowed, is not absolutely void, but passes the title as between the parties, subject only to be inquired into in a direct proceeding by the state. Board of Supervisors of Quitman County v. Stritze, 70 Miss. 320 (13 So. Rep. 36); Gilbert v. Hole, 2 S. Dak. 164 (49 N. W. Rep. 1). Citing Dill. Mun. Corp. (4th Ed.) § 574; Cowell v. Springs Co., 100 U. S. 60; Bank v. Matthews, 98 U. S. 628; Mining Co. v. Clerkin, 14 Cal. 552; Hayward v. Davidson, 41 Ind. 214; Barnes v. Suddard, 117 Ill. 237 (7 N. E. Rep. 477); Goundie v. Northampton, etc., Co., 7 Pa. St. 233; De Camp v. Dobbins, 29 N. J. Eq. 36. A corporation's inability to hold real estate can be taken advantage of only by the state. Myers et al. v. McGavock, 39 Neb. 843 (58 N. W. Rep. 522); Hanlon et al. v. Union Pac. R. Co., 40 Neb. 52 (58 N. W. Rep. 590). In the absence of some legislative inhibition foreign corporations have the same right to acquire real estate in a given state as a non-resident individual. N. Y. Laws 1892, ch. 687 construed and applied. Lancaster v. A. I. Co., 140 N. Y. 576 (35 N. E. Rep. 964; 24 L. R. A. 8322). Under the provisions of ch. 38 of Miss. Code 1880, there is no distinction between the rights of domestic and foreign corpora

tions as to the ownership of real estate in that state. Taylor v. Alliance Trust Co., 71 Miss. 694 (15 So. Rep. 121). Wash. Laws 1889-90, ch. 9, § 1 construed-foreign corporations dealing in real estate. Realty Co. v. Appollonio, 5 Wash. 437 (32 Pac. Rep. 219).

Sec. 110. Deeds and mortgages by corporations. As a general rule a quasi public corporation has no power to convey or incumber its lands except for the particular purpose for which the corporation was created. Wolford v. Crystal Lake Cemetery Association, 54 Minn. 440 (56 N. W. Rep. 56). A deed signed in the name of the corporation, by its president, vice-president, secretary and treasurer, who constituted all the stockholders, directors, and officers of the corporation, was held to be executed as a common law deed. Heath v. Big Falls Cotton Mills, N. C. (20 S. E. Rep. 369). A conveyance made by a corporation purporting to be executed by the proper officers, the certificate of which recites that they were such, is admissible in evidence without further proof of their official capacity. Shaffer v. Hahn, 111 N. C. 1 (15 S. E. Rep. 1033). The signatures to a deed of a legal quorum of a board of county commissioners is sufficient, and it is unnecessary for each to add a seal to his name in order to make it a sealed instrument. Martin v. Townsend, 32 Fla. 318 (13 So. Rep. 887). In an action to foreclose a mortgage regularly executed and acknowledged by the president and treasurer of a corporation, chartered under the laws of one state, upon real estate in another, the defense of ultra vires cannot be made by the corporation but must be made by a stockholder or stockholders who must not be guilty of laches. Boyce v. Montauk Gas Coal Co., 37 W. Va. 73 (16 S. E. Rep. 501). In Missouri it is held that a deed conveying land in that state executed and delivered by a corporation in a foreign country is valid. Missouri Lead Min. & Smelting Co. v. Reinhard, 114 Mo. 218 (21 S. W. Rep. 488). A corporation is estopped to deny the authority of its officers to execute a mortgage by receiving and using money secured thereby. Gribble v. Columbus Brewing Co., 100 Cal. 67 (34 Pac. Rep. 527). After a mortgage has become fully executed by a sale and conveyance thereunder, the mortgagor cannot

avail himself of the objection that the mortgage was originally invalid on account of the failure of the mortgagee, a foreign corporation, to comply with the law in respect to declaring a place of business in the state. Ala. Acts 1886-87, p. 102 applied. Gamble v. Caldwell, 98 Ala. 577 (12 So. Rep. 424). See Mc Call v. American Freehold L. M. Co., 99 Ala. 427 (12 So. Rep. 806.) The stockholders of a corporation, having had knowledge of the action of the directors in directing all its property to be sold and conveyed, and not having taken any steps to condemn or prevent it, will be held to have ratified the execution and delivery of the deed. Stokes and Haines v. Detrick and Bradley, 75 Md. 256 (23 Atl. Rep. 846). Particular corporations held to have power to mortgage their real estate. Evans v. Boston Heating Co., 157 Mass. 37 (31 N. E. Rep. 698).

Sec. 111. Deeds and mortgages by corporationsPresumption of authority. Where a deed or mortgage purporting to have been executed by a corporation is signed and acknowledged in its behalf by the president and secretary thereof, with the corporate seal attached, the presumption is that it was executed by authority of such corporation, and the burden of proof is upon one who denies such authority. Contracts of a corporation, which are not contrary to the express provisions of its charter, are presumed to be within its powers, and the burden is upon one denying their validity to prove the facts which render them ultra vires. Gorder v. Plattsmouth Canning Co., 36 Neb. 548 (54 N. W. Rep. 830).

Sec. 112. Municipal corporations-Powers and liabilities. There is a distinction between property purchased for a public use and not yet dedicated, and property purchased for that purpose and actually dedicated for that use; and where a deed vests the title in property in fee simple in a municipal corporation without limitation or restriction as to its alienation, the corporation has the right any time before it is dedicated to a public use, to dispose of the property. City of Fort Wayne v. Lake Shore & Mich. So. Ry. Co., 132 Ind. 558 (32 N. E. Rep. 215; 32 Am. St. Rep. 277). Citing, 2 Dillon Mun. Corp. (3d ed.) p. 569; Reynolds v. Commissioner etc., 5 Ohio 204; Beach v. Haynes, 12 Vt. 15; Jamison v. Fopiana, 43