tion of the road, has power to buy land for the purpose of getting cross ties and fire-wood. Such acts will be construed liberally to allow companies whose business requires large buildings to accomplish their objects. Accordingly where, by its act of incorporation, an elevator company was given power to acquire, free from condemnation, any real estate on the Mississippi river not exceeding a certain frontage in any one locality, and also the power to erect one or more grain elevators upon the public wharves, with the consent and under the direction of the city authorities, it was held that, although defendant owned and occupied five hundred feet of river frontage, it had power to lease and occupy a portion of the public wharf contiguous thereto. A charitable society incorporated under a different law and not subordinated to the law which provides that charitable societies shall be incapable of taking bequests when the will is not executed at least two months before the death of the testator, may take a legacy, though the will was not executed two months before the testator's death. A corporation may hold land by tenancy in common, as may a natural person. And finally where a conveyance is made to the trustees of a corporate body, without naming them, or any of them, the title vests in the corporation named in the deed. The fact that an alien owns stock in a corporation which has acquired title to real estate does not affect the title of the corporation to the real estate. § 378. Illegal corporate holdings.- No party except the State can object that a corporation is holding real estate in excess of its rights. Accordingly under an act which forbids a foreign corporation to "acquire and hold" real estate, a deed of conveyance of land to such corporation is not void. It passes the title, and the corporation may hold the land sub 1 Mallett v. Simpson, 91 N. C. 37. 2 Belcher's Sugar Refining Co. v. St. Louis Grain Elevator Co., (Mo. 1890) 13 S. W. Rep. 822. Porter v. Carolin, (1888) 50 Hun, 603; N. Y. Laws 1852, ch. 250; N. Y. Laws 1848, ch. 319, § 6, and Laws 1860, ch. 360. See further as to devises to corporations and the statutes of mortmain, Beach on Wills, §§ 127, 128 and 133. 4 Estell v. University of the South, 12 Lea, 476. Keith &c. Co. v. Bingham, (1889) 97 Mo. 196. 6 Princeton Min. Co. v. First Nat. Bank, (1888) 7 Mont. 530. 7 Alexander v. Tolleston Club, 110 Ill. 65. The common ject to the commonwealth's right of escheat. wealth alone can object to the legal capacity of a corporation to hold real estate. There must be a direct proceeding by the State for the purpose of vacating the deed. It was so held also where the plaintiff railroad company bought certain lands from the receiver of an insolvent railroad company, and then filed a bill to quiet its title to the lands. So where a corporation, authorized to receive grants of land for its purposes, brings suit against a trespasser to recover possession of lands granted to it, such trespasser will not be heard to question its title on the ground that it had no authority to take them. Whether a corporation has misused or abused its franchise is a question between it and the State, which can not be raised in an action between it and private parties. But it has been held that where no general statute authorizes corpora 1 Hickory Farm Oil Co. v. Buffalo, N. Y. & P. R. Co., (1887) 32 Fed. Rep. 22; 1 Purd. Dig. 361; Pa. Laws of Apr. 26, 1855. 2 Hickory Farm Oil Co. v. Buffalo, N. Y. & P. R. Co., (1887) 32 Fed. Rep. 22. In this case the court shortly reviews the authorities: "The leading case in Pennsylvania on the subject of the effect of a conveyance of real estate to a corpora tion forbidden by law to purchase and hold the same, is that of Leazure v. Hillegas, 7 Serg. & R. 313, in which it was held that such corporation might purchase and take title to the real estate, its title, however, like that of an alien, being defeasible at the pleasure of the commonwealth. That case, and the later case of Goundie v. Water Co., 7 Pa. St. 233, settle the principle that the commonwealth alone can object to a want of capacity in a corporation to hold land. In Runyan v. Lessee of Coster, 14 Pet. 122, the supreme court of the United States following the ruling in Leazure v. Hillegas, sustained the right of a foreign corporation to maintain an action of ejectment for land which it was not licensed to hold under the laws of Pennsylvania, the commonwealth not having exercised its right of escheat. The supreme court of Pennsylvania had occasion to consider the act of April 26, 1855, in the case of State Co. v. Savings Bank, 8 Week. N. Cas. 430, and therein declared that it was a mortmain act, disabling foreign corporations from acquiring and holding real estate, but the commonwealth only can take advantage of the disability, and that it was not intended that a deed to a foreign corporation should be void so as not to pass the estate of the grantor. Evidently these cases are decisive in favor of the plaintiff's right, upon the agreed facts, to maintain this action." Hamsher v. Hamsher, (Ill. 1890) 23 N. E. Rep. 1123, is a late case to the same effect. & Mallett v. Simpson, 94 N. C. 37; s. c. 55 Am. Rep. 594. 4 Russell v. Texas &c. Ry. Co., (1887) 68 Tex. 646. 5 Southern Pacific R. Co. v. Orton, 6 Sawyer C. Ct. 157. tions to hold lands without regard to their uses, a railroad company incorporated by special act authorizing it to acquire lands for railroad purposes, of a certain width for right of way, and the land necessary for depots or other railroad buildings, and for purposes connected with the building of the road, it can not maintain an action to recover lands granted to it, where they are to be used for purposes not specified in the act of incorporation.' Where lands purchased by a company were to vest in it for the use of a certain navigation but for no other use or purpose whatever, it was held that the company could be restrained at the suit of a neighboring land-owner from using a reservoir constructed upon the purchased lands for the purpose of letting boats for hire.2 In accordance with the general principle that statutes can not operate retroactively, an act of the legislature passed after the death of a testatrix, removing the limitation upon the power of a university to hold property, even if it waives the right of the State to forfeit the charter of the university for accepting the devise, can not affect the rights of her heirs vested at her death and before its passage. In an action of ejectment by plaintiff tracing his title to certain lands in Utah by mesne conveyances, through a certain corporation organized in California, it was not necessary that he should show by the laws of California that said corporation was authorized to hold real estate. And where the grantee in a deed is therein stated to be a corporation, and the deed contains covenants of warranty, binding the grantor and his heirs, neither he nor they can afterwards deny the grantee's corporate existence, or its capacity to take and hold the land conveyed, as against those claiming under the deed. where defendant admits that he holds land in trust for plaint 3 But 1 Case v. Kelly, (1890) 133 U. S. 21; title to the property vested in the s. c. 7 Ry. & Corp. L. J. 162. heir, and no question as to the forfeiture of the charter for an illegal holding of property arose. 2 Bostock v. North Staffordshire Ry. Co., 5 De Gex & S. 584; 4 El. & B. 793; 3 Smale & G. 283; Browne & Theobald's Ry. Law, 96. 3 In re McGraw's Estate, (1889) 111 N. Y. 66. In this case the devise to the corporation was illegal, as the 4 Tarpey v. Deseret Salt Co., (Utah, 1888) 17 Pacif. Rep. 631. 5 Ragan v. McElroy, (Mo. 1889) 11 S. W. Rep. 735. iff corporation, the question as to whether defendants shall be left in possession of property fraudulently acquired, and for which they gave no consideration, can not be raised by the plaintiff who has no right to take the land. Though the federal courts may hesitate to declare a title to lands, held without authority of law, on the principle that the matter concerns the State alone, they will not aid a corporation to violate a State law, and obtain a title which it has no authority to hold. A corporation prohibited from holding property acquired by foreclosure beyond a certain time, may give a good title though it has held the land longer than the law allowed.' § 379. Power of voluntary associations to hold land.A mere voluntary association of persons unincorporated has no legal capacity to take or hold real property. And therefore a grant to such association eo nomine would pass no legal title." The fact that a deed was made to three grantees in trust for an association, there being no intimation as to who were the persons associated, has been held not to save it from being void. But it has been lately held, that a deed of land to a voluntary unincorporated association not empowered to take and hold land, but the members of which are ascertainable, may be construed as a grant to such members as tenants in common. And that such an association having land, it could 1 Case v. Kelly, (1890) 133 U. S. 21; s. c. 7 Ry. & Corp. L. J. 162. 2 Case v. Kelly, (1890) 133 U. S. 21. 3 As where, under the statute, insurance companies acquiring real estate by foreclosure must sell the same within five years, unless the superintendent of the insurance department shall certify that the interests of the company will suffer by a forced sale; it has been held, that as the statute did not assume to divest title because of a failure to comply with the law, a company after five years could convey an estate thus acquired, although the certificate had not been obtained. Home Ins. Co. v. Head, 30 Hun, 405. 4 German Land Assoc. v. Scholler, (1865) 10 Minn, 338. 5 Jackson v. Cory, 8 Johns. 385; Hornbeck v. Westbrook, 9 Johns. 75; Jackson v. Sisson, 2 Johns. Cas. 321; Sheppard's Touchstone, 235; Swaine v. McCohany, 4 Ohio, 157; Thomas v. Marshfield, 10 Pick. 364; Bartlett v. King, 12 Mass. 537; Hamblett v. Bennett, 6 Allen, 140; Tucker v. Seaman's Aid Soc. 7 Metc. 183. 6 German Land Assoc. v. Scholler, (1865) 10 Minn. 38; Gallegos v. Atty.Gen. 3 Leigh, 450; Wheeler v. Smith, 9 How. 55. 7 Byam v. Bickford, (1885) 140 Mass. 31. be conveyed by a deed from all the members of the association. Where, therefore, several owners of a tract of land laid it off into town lots, and formed a company to sell the same, never making any conveyance to the company but receiving their quota of stock, and providing in the articles of association that the president and secretary should execute the deeds, it was held, that this was a joint-stock company, and that each owner's title passed by a deed so executed.2 After certain corporators had signed an agreement to become a corporation, and before the charter had been obtained, a deed conveying land to their corporation was signed and acknowledged by grantor, and delivered to a third party, with directions to retain it until the corporation obtained its charter and organized, and then to deliver it; and after the charter had been received, and the corporation organized under it, the third person delivered the deed, it was accepted by the corporation, and it was held to operate as a conveyance of the land to the corporation from the date of its delivery.3 § 380. How religious societies may hold property. The general rule is the same as for other societies, that an unincorporated religious association, assuming a corporate name, can not hold real property in the name thus assumed. An unin I A. bought lands with the money of an association consisting of himself and seven others. He conveyed the land to the association, which, however, being unincorporated, could not take. He and his associates always treated the conveyance as valid, and B. received a deed from the seven members of the association. A.'s heir sued B. in ejectment, and it was held that B. had a good equitable defense as to seven-eighths of the land. Douthitt v. Stinson, 73 Mo. 199. So where stockholders of a corporation, organized to buy and sell land, furnished the purchase money for certain land which was conveyed to the corporation. It was later determined to abandon the corporation, and form a private association for the same purpose, and in pursuance of such intention the president and secretary of the corporation conveyed the land to a trustee without a vote of the stockholders, but they surrendered their stock, and accepted shares in the association, and united individually in a conveyance of their titles to the trustee. Such action ratified the trustee's title, which passed by his conveyance to trustees for the association. Hull v. Glover, (1888) 126 Ill. 122. 2 Batty v. Adams County Comm'rs, 16 Neb. 44. Spring Garden Bank v. Hulings |