Ragland v. McFall
Ragland v. McFall
Opinion of the Court
delivered the opinion of the. Court:
Appellee claims title by virtue of a contract made at the time of surrendering the possession of the property to her, whereby it was agreed that it should be delivered to and accepted by her in payment of her indebtedness against the company. Since this is not inconsistent with a prior mortgage to her upon the same property, and sale thereunder, the question of the existence, in fact, of such mortgage or the making of such sale is manifestly unimportant. Such an agreement might be made, where a mortgage had been executed, to obviate all questions of its legality and of the validity of a sale under it, and it might be made where no mortgage had been executed, the only question being, was it agreed between the parties that possession of the property should be delivered and accepted in payment of appellee’s indebtedness, and was it so delivered and accepted. Of course, if appellant had obtained a lien upon the property prior to its delivery to appellee, then the existence and validity of the mortgage would have to be inquired into. But it is conceded appellant’s judgment was not obtained until several years after the delivery of the property to appellee, and it is not insisted that he had any lien upon it prior to the rendition of his judgment.
Second—We think the evidence of the loan of money to appellee was competent, as showing that she was possessed of and had the control of means in her own right, entirely, independent of her husband.
Third—That it was competent for the corporation to prefer appellee as a creditor, and turn its property over to her in payment of her debt, in good faith, and in the absence of any evidence of a fraudulent purpose, is settled by Reichwald et al. v. Commercial Hotel Co. 106 Ill. 439. But if it be said, although the delivery of this property to appellee in payment of her debt was not in excess of the power of the corporation, it was in excess of the power of the president of the company as its agent, it is sufficiently answered by the fact that the company has, by its silence and failure to repudiate this act of the president for this great length of time, affirmed and ratified it. Hoyt v. Thompson’s Exr. 19 N. Y. 207; Woodbridge v. Proprietors of Addison, 6 Vt. 204; Wood v. King, 45 Ga. 34.
Fourth—Inasmuch as the question of the weight and effect of the evidence is not before us, there is no other point discussed in- argument requiring our attention.
The judgment is affirmed.
Judgment affirmed.
Reference
- Full Case Name
- John Ragland v. Louisa S. McFall
- Cited By
- 7 cases
- Status
- Published
- Syllabus
- 1. Fraudulent conveyance—preference among creditors. It is competent for a private corporation to prefer the wife of its president, who is a creditor, and turn its property over to her in payment of her debt, in the absence of any evidence of a fraudulent purpose. 2. Same—sale and surrender of property to a creditor—evidence—as giving character to the transaction. In replevin of personal property levied on by a judgment creditor of a corporation, the plaintiff claimed title under a sale and surrender made by the corporation long prior to the judgment, in payment of a debt owing by the corporation to the plaintiff, and possession up to the time of the levy. To impeach this sale and transfer of possession, the defendant, the sheriff who made the levy, on the trial offered in evidence a deed of trust, made and acknowledged by the corporation in the State of Missouri and recorded in this State, to secure the plaintiff’s debt, prior to the alleged purchase, and also offered to show a sale of the property by the trustee to the plaintiff, which the court refused to admit, on plaintiff’s objection: Held, that the proposed evidence was'properly rejected, as the purchase by the plaintiff was not inconsistent with a prior mortgage on the same property. 3. Where a married woman purchased all the property of a corporation of which her husband was the president, in payment and satisfaction of several large loans which she claims to have made to the corporation, and the bona fldes of her purchase is questioned, it is competent for her to show the loan of large sums of money to her about the date of her loans to the company. Such fact, when proved, is competent to show that she was possessed of and had the control of means in her own right, entirely independent of her husband. 4. Same—surrender of mortgaged property to mortgagee. The fact that a creditor may have taken a chattel mortgage to secure his debt, whether valid or not as against creditors, will not prevent him from afterward accepting from his debtor a surrender of the chattel property in full satisfaction of his debt, before any other liens have attached thereto. This may be done to obviate all question of the validity of the mortgage, or of a sale had thereunder. 5. Cobpobation—acts of. president—acquiescence—ratification. Although the president of a private corporation, as its agent, may not, 'without authority of the board of directors, sell and transfer all of the •corporate property in payment of its principal creditor, yet if the company and its stockholders remain silent, and fail to repudiate the act for several years thereafter, they will thereby affirm it.