Abrams v. Brent

• Citation: 362 S.W.2d 155
• Decision Date: 07 November 1962
• Docket Number: No. 11029,11029
• Parties: C. A. ABRAMS, d/b/a C. A. Abrams and Company, Appellant, v. W. S. BRENT et al., Appellees.
• Court: Court of Appeals of Texas. Court of Civil Appeals of Texas

Page 155

362 S.W.2d 155

C. A. ABRAMS, d/b/a C. A. Abrams and Company, Appellant, v. W. S. BRENT et al., Appellees.

No. 11029.

Court of Civil Appeals of Texas, Austin.

Nov. 7, 1962.

Rehearing Denied Nov. 28, 1962.

Lefkowitz, Green, Ginsberg, Eades & Gilmore, Dallas, for appellant.

W. J. Durham, Dallas, for appellees.

HUGHES, Justice.

C. A. Abrams, d/b/a C. A. Abrams and Company, Contractor, sued W. S. Brent, pastor, and eleven trustees of the Mount Horeb Missionary Baptist Church for damages for breach of a written contract to construct a new building for the church.

Trial was to a jury. When appellant rested his case, the Trial Court withdrew the case from the jury and rendered judgment for appellees.

It was stipulated by the parties that the Mount Horeb Missionary Baptist Church was an unincorporated religious association with an independent congregational form of government, and that the pastor and deacons of the church have no authority to act for the church except by a majority vote of the congegation.

Mr. Horace Joiner who had been a member of the church for thirty-two years and one of its trustees for twenty-seven years and one of appellees testified to the manner in which the church conducted its business affairs. We quote his testimony regarding the matter in controversy:

'Q Did you act as a trustee in the purchase of the lot on which this church was to be built.

'A Yes, sir.

'Q Now, after that lot had been purchased, was there any discussion with the congregation as to the opening up of negotiations to get a builder to build a church on that lot?

'A Yes, sir.

'Q Would you explain to the Court and Jury how the group that was to obtain a contractor was appointed, or was authorized?

'A Well, we was authorized to look out for the lot at first, and then we was authorized by the church to build a church.

'Q All right; now, was there any action taken on a Sunday when the church congregation was in session with reference to the trustees looking for a contractor?

'A Well, they acknowledged us; it was on Sunday. And everybody stood up in our behalf.

'Q All right now; approximately when was this that everybody stood up?

'A I really don't remember.

'Q Was is before the contract papers were signed?

'A Before? Let's see; it was--they acknowledged us--that was before they were signed.

'Q All right, now; go ahead and explain what the minister did and what the congregation did.

'A Well, the congegation stood up to acknowledge us; and after they stood up, then the pastor went down through the contregation to see that everybody was standing up. That was the day they acknowledged the trustee board. Then when it was over, he told us, he said, 'Now these are the men responsible for building your church'. Them was the last words he said.

'Q All right, now; who were the trustees that were acknowledged that day?

'A Well, it was eleven of us.'

Mr. Stanley Jackson, church trustee and one of appellees, testified regarding the same congregational meeting, 'Reverend Brent, he was authorizing the trustees to go out and seek a contract, to secure a loan, for the purpose of building the new building we were to build, and we were to go out and find a contract and bring it back to the church. * * * He (Rev. Brent) was getting a vote from the church.'

Mr. Jackson further testified that Reverend Brent on this occasion told the congregation he wanted them to appoint a committee of trustees 'To seek for a building contractor and a loan.'

All of appellees were church trustees except Reverend Brent.

The action of the church, above indicated, was by a majority of its congregation.

It is not clear just when the congregational meeting above referred to was held. It is shown that it was before the contract and other instruments relating to the construction of the church were signed by the trustees.

The testimony shows that during the months of May and June, 1960, Reverend Brent and some of the church trustees visited appellant in San Antonio and negotiated with him regarding the construction of the church. Other meetings for the same purpose were held in Dallas between appellant and the trustees. On July 6, 1960, a Builder's and Mechanic's Lien Contract having been previously signed was acknowledged before a Notary Public by appellant and appellees, except Reverend Brent, acting as trustees for the Mount Houeb Missionary Baptist Church for the construction of a church building in accordance with certain plans and specifications prepared by Architect Lawrence A. Collins in consideration of the payment of $10,000.00 cash and deferred payments amounting to $210,000.00. A note in such sum was similarly executed by the trustees in their representative capacity. This instrument recites that 'This is an obligation of the Mount Horeb Missionary Baptist Church, Dallas, Texas, and the undersigned Pastor and Trustees of said church certify that they, and each of them, have been granted proper and sufficient authority by the church to so execute the same.' The pastor did not sign the note.

As further security for the payment of the church obligations to appellant, the pastor, the eleven trustees and 206 members of the congregation signed limited personal guarantees in his favor.

After execution of the building contract, the church held ground breaking ceremonies on the lot site. Publicity of this event was given in the press; the pastor announced it in the church; pictures were taken, and the proceedings were televised. '* * * it was a big ground breaking. * * * they had a feast that afternoon and everybody enjoyed themselves. * * * quite a large group'...