Baird v. District Registrar of Titles

DUFF C.J.-The application of the appellant for registration of a certain conveyance in fee of the 30th of June, 1936, purporting to be made by the Montreal Trust Company as grantor to the appellant as grantee, was rejected by the Registrar at Vancouver for reasons in writing given by him and expressed in these words:

This application is summarily rejected on the ground that it is apparent on the face of the document submitted that the same was executed in Vancouver and a duplicate or facsimile seal affixed thereto (the head office of the Montreal Trust Company and the seal of the said (1) [19371 3 W.W.R. 13; [1937] 3 D.L.R. 484.

company being both in Montreal). In fact, solicitor for applicant admits that this is so, claiming that a company can have as many seals as it wishes. In my opinion a company can have only one seal, i.e., its common seal, unless enabled thereto by statutory authority.

Disamiz The appellant accordingly presented a petition under section 230 of chapter 127, R.S.B.C., 1924, praying a declaration that the conveyance was properly executed and an c" )order directing the Registrar to proceed with the registra- Duff c. tion of it. This application was dismissed.

On appeal to the Court of Appeal (1) the appellant failed by reason of an equal division, two of the learned judges of that court thinking the appeal should be allowed, and two agreeing with Mr. Justice Robertson.

The question to be determined on this appeal is whether or not the instrument in question was competently executed on behalf of the Montreal Trust Company.

The Montreal Trust Company was incorporated by a statute of the province of Quebec (52 Vict., c. 72). By this statute certain general provisions of the statutory company law of that province are made applicable to the company.

By one of these (now section 164 of chapter 223, R.S.Q., 1925):

(g) the conduct in all other particulars of the affairs of the company. By section 9 of the special statute, as amended by (1900) 63 Vict., ch. 77, section 5,

The principal place of business of the company shall be at the city of Montreal, but the company may establish branch offices in other places.

And by section 9 (a) of 20 Geo. V, ch. 139,

The affairs of the company shall be managed by a board of not less than five directors and the directors of the company may, from time to -time, by by-law, increase or decrease to not less than five the number of its directors.

The directors may, from time to time, by by-law, delegate such of their powers as they see fit to an executive committee consisting of not less than three members of the board.

In virtue of a provision of the Interpretation Act in the Consolidated Statutes of Canada ((1859), c. 5, a. 6 (24)), (1) [1937] 3 W.W.R. 13; [19371 3 D.L.R. 484.

which is still in force in Quebec, the Montreal Trust Com- BAI pany is expressly empowered to have a common seal; and Dramic'r there are enactments in the statutes amending the Trust REosG

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Company's special Act which, obviously, proceed upon the assumption that this is so, and which, indeed, could nor be put into effect without the use of a common seal of the Duff CJ. company. There is nothing in any of these statutory provisions touching the form of the seal.

One of the by-laws of the company provides that the seal of the company shall be in the form, " Montreal Trust Company, Incorporated 1889."

We think it was clearly within the powers of the directors, as defined by the relevant statutes, to authorize the sealing of instruments on behalf of the company in this form, by employing a stamp usually kept at the head office, or by employing a stamp or stamps kept at branch offices; and that this power, in virtue of the enactment quoted above, could be delegated to the executive committee. By a by-law, number 9, passed on April 10, 1930, it was provided,

All the powers and authority of the board of directors are delegated to the executive committee and shall be exercised by it when the board is not in session.

By the company's by-law number 12, the following regulation came into force:

Any director of the company, together with any one of the following officers of the company, to wit: the general manager, an assistant general manager, a manager, the secretary or an assistant secretary, may exercise all such powers and do all such sets and things as the company itself is authorized to exercise and do, including the management, administration and transaction of all the affairs and business of the company; and for greater certainty, but without limiting the generality of the foregoing, may exercise the following powers:- To sell, alienate

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all kinds of property, whether moveable or immoveable, real or personal . . .

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and to sign and execute .

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all such deeds, documents and such instruments as such directors and officers of the company may deem necessary or expedient, all of which deeds, documents and other instruments shall be valid and binding upon the company without further authorization, the whole with full powers of substitution either generally or for specific instances, all such powers may also be exercised and all such deeds, documents and other instruments may also be signed by such other person or persons either alone or otherwise as the board of directors or the executive committee of the company may from time to time by resolution authorize. The seal of the company, when required, may be affixed to all such deeds, documents and other instruments so signed or executed.

Then, by resolution of the 23rd of August, 1935, the executive committee resolved as follows:

ER). We think the executive committee was acting within the scope of its authority in passing this resolution, and that the persons named became possessed of the powers which the resolution purports to vest in them. With respect, we are unable to concur in the view, upon which Mr. Justice Robertson acted, that the last sentence contemplates exclusively the seal of the company which is kept in the head office at Montreal and designates exclusively an impression created by that seal. We think such an interpretation of the resolution is unnecessarily narrow; and that, properly read, the resolution contemplates an impression in the form prescribed by the by-law made by any stamp used by agents thereunto properly authorized on behalf of the company.

The instrument is, prima facie, the instrument of the company, and there is nothing in the material brought to the notice of this Court or of the British Columbia courts justifying a judicial conclusion that the deed is invalid. The appeal will, therefore, be allowed and there will be judgment directing the Registrar to proceed with the registration under the appellant's application.

As to costs, the appellants shall have their costs of the appeal to this Court. There will be no costs of the application in this Court to add the Trust Company as a party. Appeal allowed with costs.