Schallard v. Eel River Steam Navigation Co.

Citations

• 70 Cal. 144
• 11 P. 590
• 1886 Cal. LEXIS 746

Syllabus

<p>Corporation—Mortgage—Execution of—Authority of Officers—. Presumption. —A mortgage executed in the name of a corporation by its president and secretary, and having the corporate seal attached, is presumed to have been executed in pursuance of a due authorization to such officers, and the burden of proof is on the corporation to show the contrary.</p> <p>Id.—Resolutions—Proof of Existence—Validity of Mortgage.—, Where the circumstances surrounding the execution of the mortgage show the existence of proper resolutions of authorization, and support the presumption of its authoritative execution, as shown by affixing the corporate seal and the signatures of the proper officers, the mere fact that such resolutions do not appear in the proper book of the corporation is not sufficient to disprove their existence and invalidate the mortgage.</p> <p>Id.—Counsel Pees—Resolution must Provide for.—In an action for the foreclosure of a mortgage against a corporation, the plaintiff is not entitled to recover counsel fees if the resolution of the corporation authorizing the execution of the mortgage did not provide that the payment of counsel fees should be secured by it.</p>