Purser v. Eagle Lake Land & Irrigation Co.

Corporations — Ratification of Mortgagee-Evidence—Authenticated Copy of Resolution of Directors—Presumption.—In an action to foreclose a mortgage against a corporation, a certified copy of a resolution of its board of directors duly attested by the signatures of the president and secretary, under the corporate seal, showing a ratification of the mortgage in suit by authority of the board of directors, is admissible in evidence, as being presumptively the act of the corporation; and it is not necessary to produce the record of such resolution, nor to show that no record thereof had been kept; and in the absence of any countervailing proof, the recitals of such certified copy are binding upon the corporation.

Id.—Mortgage—Conveyance upon Condition—Option to Pay in Lands and Water Rights—Default—Election to Foreclose.—Where a corporation, to secure its indebtedness evidenced by note, conveyed its property to plaintiff, upon condition that if it should, within a specified period, convey or cause to be conveyed to him certain other described lands and water rights, the conveyance should be void, whereupon plaintiff was to pay one dollar per acre therefor, and the corporation was to clear and plow the laud in a manner suitable for seeding and cultivation, upon the completion of which work plaintiff was to pay a further sum per acre, such instrument is a mortgage, merely giving the corporation the option to pay the indebtedness in land and water rights within the specified period; nor is the plaintiff required to perforin any act to put the corporation in default, but upon its failure to make such conveyance or to pay the indebtedness within such period, the plaint:ff may elect to foreclose the mortgage, and is not required to make any tender or demand any conveyance of the land and water rights, even if he had a right under the contract so to do.

Id.—Independent Covenants.—By the terms of the contract plaintiff was only required to pay one dollar per acre, on condition that the land and water rights were conveyed by the corporation within the time limited; and the covenants in regard to the clearing of the land and the payment of an additional price per acre, and the making of the deeds, were independent and in no sense contemporaneous or dependent conditions or covenants, nor could plaintiff be required to pay or tender such further payment until after the making of the conveyances.