the master's certificate of purchase was not extinguished by the attempted redemption, and appellant was therefore entitled to a deed at the expiration of fifteen months from the date of the sale. Pending redemption proceedings by a judgment creditor the holder of the certificate of purchase is not stripped of his rights and his interest in the premises, and his certificate of purchase is not extinguished until he actually accepts the redemption money or until valid redemption proceedings have finally culminated in a deed. The following well settled principles deduced from our redemption laws afford a basis for the settlement of the differences between the parties:

By his purchase at the foreclosure sale appellant acquired no interest in the title to the land. The title during the entire period of redemption remained in McMullen. Appellant did, however, by his purchase at the foreclosure sale acquire the alternative right either to receive the redemption money which might be paid to the master by McMullen should he redeem within twelve months or which might be paid to the sheriff by any of McMullen's judgment creditors after the expiration of the twelve months and before the expiration of fifteen months, or, in case no such redemption should be made within fifteen months, then to a sheriff's deed. Phillips v. Demoss, 14 Ill. 410; Strauss v. Tuckhorn, 200 id. 75; Zeman v. Ward, 260 id. 93; Twyman v. Baldwin, 261 id. 67.

The right of McMullen to redeem from the foreclosure sale terminated with the expiration of the twelve months. He no longer had any rights in the premises which he could exercise to prevent appellant from obtaining a deed to the premises, and he cannot be heard to complain of that which could by no possibility affect him. Fitch v. Wetherbee, 110 Ill. 475; Bozarth v. Largent, 128 id. 95; Smith v. Mace, 137 id. 68.

If, after the expiration of the twelve months, the premises are redeemed by one not a judgment creditor, the ac

ceptance of the redemption money by the holder of the certificate of purchase relieves the legal title of the debtor from the lien of the certificate of purchase, even though the one redeeming cannot enforce his claim by a re-sale of the land. (Borders v. Murphy, 78 Ill. 81; Clingman v. Hopkie, id. 152; Meyer v. Mintonye, 106 id. 414; Schroeder v. Bozarth, 224 id. 310; Sledge v. Dobbs, 254 id. 130.) If, however, redemption is made by such a judgment creditor as is, under the statute, entitled to redeem, the effect of the redemption is not to relieve the legal title from the burden. created by the sale in order to subject the property, unincumbered of such burden, to a re-sale under the execution of the redeeming creditor, but the effect of such redemption is to transfer to the redeeming creditor all rights belonging to the original purchaser at the time such redemption is made. (Herdman v. Cooper, 138 Ill. 583; Oldfield v. Eulert, 148 id. 614.) Likewise, if there is no redemption and the certificate of purchase becomes void by virtue of the Statute of Limitations or otherwise, the mortgagor is then the absolute owner of the premises,-not by any new title, but by the title which he always had. Lightcap v. Bradley, 186 Ill. 510; Schroeder v. Bozarth, supra.

Scripps had a valid judgment against McMullen and had a right to redeem. If the redemption had proceeded to a sale, all the interest of appellant would have been transferred to the purchaser at that sale and appellant would have been entitled only to the redemption money. It would avail him nothing to then refuse to accept it. If appellant had actually accepted the redemption money, all his interests would have been extinguished immediately, whether Scripps had the right to redeem or not. Neither of these events happened. On the contrary, appellant offered to pay the judgment held by Scripps and to allow him to withdraw the redemption money he had posted with the sheriff. To this Scripps and the sheriff agreed, and the matter of the attempted redemption was settled on those terms and the re

His

demption money was withdrawn. By thus contracting with Scripps appellant did not forfeit any of his rights. certificate of purchase, and consequently his interest in the premises, had not yet been extinguished, and when the redemption proceedings were thus terminated appellant was left in the same position he had occupied before Scripps attempted to redeem. McMullen was in nowise prejudiced by this transaction. He had no rights which he could exercise to prevent appellant or a redeeming creditor from obtaining a deed. The only interest he had was to have his property. pay the greatest possible proportion of his indebtedness. The transaction between appellant and Scripps did not militate against that interest. The Canton Coal Company's judgment was paid, and succeeding judgment creditors, if any, would be enabled to redeem from the sale to appellant, only, without advancing the amount of the Canton Coal Company's judgment. The result was, in fact, beneficial to McMullen.

The action of appellant in indorsing the check of the sheriff for the redemption money did not amount to an acceptance of that money. Appellant had no intention of accepting the money. His only desire was to pay the coal company's judgment, and he followed the advice of the deputy sheriff in indorsing the check as a necessary part of the transaction. Equity will look to the substance of the transaction rather than the form. Appellant merely consented that the sheriff should re-pay Scripps the amount he had advanced, and directed him to do so.

In Smith v. Jackson, 153 Ill. 399, the property had been sold at mortgage sale, and the executor of Page, a deceased judgment creditor, attempted to redeem under a void execution. Smith, the holder of the certificate of purchase, paid the sheriff the amount of the judgment and costs and the sheriff returned the redemption money to Page's executor. It was there contended that Smith accepted the redemption money, because, after the redemption was made,

the execution could not be satisfied without paying the judgment and costs plus the redemption money, and that as Smith undertook to pay off the execution, the return of the redemption money was really a payment in his interest and he should be charged with having received it. It was held that the judgment upon which the execution was attempted to be issued was a lien, and Smith was entitled to pay that lien off in aid of his title under the certificate of purchase, and as the execution was void and neither it nor the redemption money constituted any lien on the land, it was not necessary to re-pay the redemption money. While the holding in that case is based upon the fact that the execution was void, we perceive no difference, in principle, between that case and this. Before Scripps attempted to redeem, appellant had the right, in aid of his interest, to pay off the lien of the coal company's judgment. There is no reason why he should not be permitted to do so, with Scripps' consent, after the redemption proceedings had been instituted and before they had culminated in a sale.

The sheriff's return on the execution showed that appellant had paid the Canton Coal Company's judgment and that Scripps had withdrawn his redemption money. There was no sale under the execution but it was returned satisfied. Under these circumstances the master should have made appellant a deed.

The decree is reversed and the cause remanded, with directions to enter a decree awarding to appellant the proceeds from the condemnation of the property, now in the hands of the county treasurer.

Reversed and remanded, with directions.

Mr. JUSTICE DUNN, dissenting.

THE CALUMET AND CHICAGO CANAL AND DOCK COMPANY et al. Defendants in Error, vs. ALLEN CONKLING et al. (ABEL DAVIS, Plaintiff in Error.)

Opinion filed February 16, 1916-Rehearing denied April 13, 1916.

1. CORPORATIONS—corporations can exercise only such powers as are expressly given or necessarily implied. Corporations can exercise only such powers as are conferred in express terms or by necessary implication.

2. SAME implied power must be directly appropriate to execution of express power. An implied power of a corporation exists only to enable the corporation to accomplish the purpose of its existence, and cannot be invoked to authorize acts only remotely connected with the specific purpose for which the corporation was created.

3. SAME-it is against public policy for corporation to deal in real estate. In Illinois it is against public policy to permit a corporation to own land not reasonably necessary to enable it to carry on its business, and if it acquires land not necessary for its corporate purposes it must dispose of it.

4. SAME-what is not express power to loan money. Power of a corporation organized to construct a canal and docks, ship yards, dock yards, etc., to purchase, possess and occupy real and personal estate, and to sell, lease and "employ" the same in such a manner as it shall determine, does not amount to an express power to loan surplus funds not required for use in its business.

5. SAME when loan of money by a corporation is ultra vires. A corporation which is proceeding to wind up its affairs has power to sell such real estate as it does not need, but it has no power to loan the purchaser a greater amount than the purchase price of the land as an inducement to make the purchase, and to the extent of the excess over the purchase price the loan is ultra vires and the contract cannot be enforced.

6. SAME all property covered by trust deed is subject to sale for valid portion of loan. Where a trust deed is given to secure a loan of $50,000 by a canal and dock corporation to a person who purchased a block of land from the corporation for $15,000, the loan to the extent of $35,000 is ultra vires, but all the property embraced in the trust deed is subject to the lien of the trust deed to the extent of the valid portion of the loan.

7. SAME when party is not estopped to assert defense of ultra vires. If a contract made by a corporation is beyond its power it