Clough v. Clough
Joseph E. Clough and others v. William M. Clough
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Opinion of the Court
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Walton, J.
The only question is whether a deed can be made valid by subsequent acknowledgment and delivery, when the name of the .grantor has been signed to it by the grantee. We think it can.
If one acknowledges and delivers a deed which has his name and a seal affixed to it, the deed is valid. No matter by whom the name and seal were affixed. No matter whether with or without the grantor’s consent. The acknowledgment and delivery are acts of recognition and adoption, so distinct and emphátic, that they will preclude the grantor from afterward denying that the signing and sealing were also his acts. They are his by adoption. Without delivery the instrument has no validity. By force of our statutes the instrument is incomplete without acknowledgment. Till one or both of these acts are performed the instrument has no more validity than a blank deed. By taking the instrument in this incomplete condition and completing it, the grantor makes it his deed in all its particulars. He adopts the signature and the seal the same as he does the habendum and the covenants which were inserted by the printer'of the blank. The deed is not sustained on the ground of ratification, adoption. Ratification applies to agency. No question of agency arises in this class of cases. The validity of the deed cannot rest upon the ground of agency or ratification. If such were the case the authority or the ratification would have to be by instrument under seal; for authority or ratification must be of as high a character as the act to be performed or ratified. If the *489 act is the execution of a sealed instrument,.it must be authorized or ratified by a sealed instrument. We therefore repeat that the validity of the instrument in this class of cases does not rest on agency or ratification, but on adoption. No matter by whom the signing and sealing were performed, nor whether with or without the grantor’s consent. By completing the instrument, he adopts what had previously been done to it, and makes it his in all its particulars.
It is not often important to notice, this distinction; but it is important in this case in order to avoid the apparent absurdity of holding that an agent can contract with himself, can be both grantor and grantee. An agent cannot contract with himself. He cannot as agent for the grantor execute a deed to himself. But he can prepare a deed running to himself, even to the signing and sealing, and if the grantor then adopts the deed by personally acknowledging and delivering it, it will be a legal and valid instrument. But its validity rests upon the ground of adoption, not agency or ratification. And when the word "ratified” or "ratification” is used in this class of cases, as it often is, it will be found on careful examination that it is used in the sense of "adopted” or "adoption,” and not in the technical sense in which it is used in the law of agency. Bartlett v. Drake, 100 Mass. 174 ; Story on Agency, § § 49 and 252; Lovejoy v. Richardson, 68 Maine, 386, and cases there cited.
Action to stand for trial.
Appleton, C. J., Barrows, Danporth and Yirgin, JJ., concurred.
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