Page:Harvard Law Review Volume 8.djvu/37

21 ACQUISITION OF REAL ESTATE BY A CORPORATION. 21 On the same principle, it has been held, in the case of an ultra vires acquisition of shares of stock by a corporation, that the title of the stock vests in the corporation, and it has the power to sell and dispose of the same.^ Second. When a corporation takes a conveyance of land, without complying with statutory requirements made conditions precedent to the right so to do. The rule here seems to be that unless the legislative intent is manifest, to make the conveyance void for lack of such compliance. It is good. The rule is well illustrated by a recent decision of the United States Supreme Court.^ In this case, the Court dealt with a statute providing that no corporation, foreign or domestic, should purchase or hold real estate in Colorado, except as therein pro- vided, and imposing, as a penalty upon officers and stockholders, personal liability for the corporate debts. A foreign corporation took a conveyance of land without complying with the require- ments of this statute, and its title was questioned in an action of ejectment, by a party claiming under its grantor. The Court, while holding the fair implication to be that the penalty specified was the only result intended by the Legislature to follow a viola- tion of the law, observed that the law does not declare void as to all persons, and for every purpose, a conveyance of real estate to a foreign corporation, which has not previously done what is re- quired, before it can rightfully carry on business in the State, nor that the title to such property shall remain in the grantor, despite his conveyance. If the Legislature had so intended, that inten- tion would have been clearly manifested. The doctrine was also invoked that the State alone can interfere in such a case. The Court, therefore, decided that the deed vested a good title in the corporation. It would seem that the decision might also have been based on the principle that a grantor making title to a corporation is estopped from questioning the effect of his own conveyance. The same question was passed upon by the Supreme Court of Georgia. It arose under a statute which provides that the State of Georgia will not consent to foreign corporations owning more than 5000 acres of land in that State. The Court held that the State alone could question the right of a corporation to hold land 1 H. & G. M. Co. V. H. & W. M. Co., la; N. Y, 252. 2 Fritts V. Palmer, 132 U. S. 282.