REPORTS OF CASES DETERMINED IN THE SUPREME COURT JULY TERM, 1867. JOHN W. GASHWILER, JOHN A. T. DĒLAND, LOUIS SLOSS, JOHN S. HENNING, CHAUNCEY B. LAUD, AND JOHN SKAE v. T. N. WILLIS, S. S. TURNER, J. HODGES, S. W. FRY, AND JOHN ARNOLD. DEED OF CORPORATION AS EVIDENCE-A deed, without the corporate seal, purporting to have been executed on behalf of a corporation by its Board of Trustees, is inadmissible as evidence without first showing their authority to execute the same. The recital of such authority in the deed is not evidence of its existence. IDEM. Whether the above rule would be different when the regularly adopted corporate seal is shown by competent proof to be affixed to the deed, not decided. SEAL OF CORPORATION.— Admitted, for the purposes of this decision, that a corporation may adopt the private seal of the several Trustees or any one of them as its seal for the occasion. DEED OF TRUSTEES OF CORPORATION.—The individuals who are the Trustees of a corporation, in their official character as Trustees, when not acting as a Board, have no authority, independent of that conferred by the corporation, to execute a deed of the corporate property. Statement of Facts. EXERCISE OF CORPORATE POWER The corporate powers of a corporation can be exercised by the Trustees only when duly assembled and acting as a Board. IDEM.-Conferring authority to sell and convey the property of a corporation is the exercise of corporate power. POWER OF STOCKHOLDERS TO SELL CORPORATE PROPERTY.-The stockholders of a corporation have no power, as such, to authorize the sale of the corporate property, or to sell the same, either when collectively assembled as such in a stockholders' meeting, or when acting individually. - BALE OF CORPORATE PROPERTY. The power to sell and convey corporate property can be conferred only by the Board of Trustees when assembled and acting as such. The Board may confer this power upon themselves as Individual Trustees, or upon any other person or persons. CONVEYANCE OF CORPORATE PROPERTY. Whether the Board of Trustees can authorize the conveyance of all the corporate property, not involved in this case or decided. APPEAL from the District Court, Fifth Judicial District, Tuolumne County. The defendants were the stockholders of the corporation. The plaintiffs averred in their complaint that on or about the 23d day of September, 1865, they entered into negotiations with the corporation and with the stockholders for the purchase of a gold bearing quartz mine in Tuolumne County, known as the Rawhide Ranch Gold and Silver Mining Company's Claim, and that the defendants represented that they had full power to sell the same, subject only to a trust deed executed by the corporation to Danford N. Barney, of the City of New York, in June, 1865, by which said Barney was authorized at any time between the first day of May and the first day of October, 1865, to sell the mine, according to certain written instructions referred to in the trust deed. The plaintiffs further averred that the written instructions were not set forth in or attached to the trust deed, but that the defendants represented that by the instructions said Barney was required to sell the mine for the sum of fifty thousand dollars, to be paid to and received by the corporation and defendants in California before said first day of October, 1865, and in case payment was not made by that time the trust deed was to become null and void. The complaint further averred that on the second day of October, 1865, the defendants represented that the sum of Argument for Appellants. fifty thousand dollars had not been paid, and that they then had power to sell the mine, and that the plaintiffs on said last mentioned day bought the mine, and paid therefor the sum of twenty-five thousand dollars, took possession thereof, and expended money in erecting machinery on and improving it. That soon after doing so, plaintiffs discovered that the representations with regard to the written instructions requiring the fifty thousand dollars to be paid in California on or before the first day of October, 1865, were false, and that the instructions only required the money to be paid to said Barney in New York on or before said last named day, and that on the 27th day of September, 1865, said Barney had sold the mine to other parties in New York, and received the sum of fifty thousand dollars therefor, and that the plaintiffs, to avoid litigation, had been compelled, on the payment to them of the sum of fifty thousand dollars received by Barney, to convey and had conveyed the mine to the grantees of Barney. Plaintiffs averred that they had sustained twenty-five thousand dollars damages by the false representations of defendants, and asked judgment for that amount. On the trial, as a part of their case, the plaintiffs offered in evidence the trust deed to Barney. The plaintiffs were nonsuited and appealed. The other facts are stated in the opinion of the Court. H. P. Barber, and James H. Hardy, for Appellants. The conveyance ruled out did not require a seal, because the property conveyed was a mining claim, and the estate created a trust estate. On the 16th of April, 1850, the Legislature of this State passed the Act concerning conveyances. The following is section one: 66 Conveyances of lands, or of any estate or interest therein, may be made by deed signed by the person from whom the estate or interest is intended to pass, being of lawful age, or by his lawful agent or attorney, and acknowledged, or proved |