Koehler v. Black River Falls Iron Company - 67 U.S. 715 (1862)
U.S. Supreme Court
Koehler v. Black River Falls Iron Company, 67 U.S. 2 Black 715 715 (1862)
Koehler v. Black River Falls Iron Company
67 U.S. (2 Black) 715
1. An instrument purporting to be a mortgage, made by a corporation is not a legal mortgage, and a bill to foreclose it as such cannot be sustained unless it be sealed with the corporate seal of the mortgagor.
2. The mere fact that such a mortgage deed has the corporate seal attached to it, does not make it the act of the corporation if the seal was not affixed by a person duly authorized.
3. The presumption is that the seal was rightfully affixed to a deed, or other instrument on which it appears, but that presumption is not conclusive, and may be repelled by parol evidence.
4. Where it is proved that the officers who executed a mortgage did not seal it then nor afterwards, that the officer who had the seal in his custody never affixed it nor authorized another to do so, and that the mortgage was recorded without a seal, the burden is thrown on the mortgagee to prove that it was properly sealed, and if he fails the conclusion of law is that the seal was wrongfully and fraudulently affixed.
5. A mortgagee whose bill seeks a foreclosure on the sole ground that the mortgage is a legal one cannot be decreed an equitable mortgagee unless he files a new bill in which his equitable rights are set forth.
6. The officers and directors of a corporate body are trustees of the stockholders, and in securing to themselves an advantage not common to all the stockholders, they commit a plain breach of duty.