## Facts

- A mining corporation owned a gold-bearing quartz mining claim in Tuolumne County, California.
- In June 1865, the corporation executed a trust deed to a New York trustee authorizing a sale under separate written instructions.
- Prospective purchasers negotiated in September 1865 and alleged the stockholder-trustees represented they could sell the mine subject only to the trust deed and that the trustee’s authority would lapse unless $50,000 was paid in California by October 1, 1865.
- The purchasers later learned the instructions required payment to the trustee in New York by October 1, 1865, and that the trustee had already sold the mine in New York on September 27, 1865, receiving $50,000 from third parties.
- After the New York sale, the purchasers purported to buy the mine from the defendants on October 2, 1865.
- At trial, the purchasers offered a deed executed by three individuals “as trustees” of the corporation, signed in their individual names and sealed with their individual seals, not the corporate seal and not in the corporate name.
- The trial court excluded the deed as not being the corporation’s act and entered judgment for the defendants.

## Issues

1. Whether a deed executed in the individual names of purported corporate “trustees,” without execution in the corporate name or under the corporate seal, is the deed of the corporation.
2. Whether a corporate agent’s recital within an instrument that the agent is authorized to act is evidence of the existence of that authority.
3. Whether the purchasers could obtain relief where they failed to prove a valid corporate conveyance or authority and the property had already been sold to third parties under a prior trust deed.

## Decision

- The Supreme Court of California affirmed the judgment for the defendants.
- The excluded deed, executed by individuals as “trustees” under their own seals and not in the corporate name, was not shown on its face to be the corporation’s deed.
- The deed’s recitals that the signers acted as corporate trustees did not prove corporate authorization.
- The prior sale by the trustee to third parties further defeated any later claimed title through the defendants.

## Legal Principles

- A corporate conveyance of real property (including mining claims treated as freehold estates) must appear to be executed as the corporation’s act, in the corporate name and with required formalities.
- An instrument executed by individuals, even if they describe themselves as corporate agents or trustees, is not treated as a corporate deed without independent proof of corporate authorization.
- “The mere recital in an instrument executed by a corporate agent of his authority to act, is no evidence whatever of its existence.”
- A purchaser claiming title through corporate agents bears the burden to prove actual corporate authority through competent extrinsic evidence, not solely through the instrument’s self-serving recitals.

## Conclusion

The court upheld judgment for the defendant stockholder-trustees because the offered deed was not executed as a corporate act and its recitals did not establish authority; absent competent proof of authorization and given the prior trustee sale to third parties, the purchasers failed to prove any valid corporate conveyance or enforceable claim to the mining property.


Gashwiler v. Willis, 33 Cal. 11 (Cal. 1867)