American Forest Co. v. Hall

• Decision Date: 09 July 1919
• Docket Number: No. 19500.,19500.
• Citation: 216 S.W. 740,279 Mo. 643
• Parties: AMERICAN FOREST CO. v. HALL et al.
• Court: Missouri Supreme Court

216 S.W. 740

279 Mo. 643

AMERICAN FOREST CO. v. HALL et al.

No. 19500.

Supreme Court of Missouri, Division No. 1.

July 9, 1919.

On Motion for Rehearing, December 1, 1919.

Appeal from Circuit Court, Jackson County; Harris Robinson, Judge.

Claim by the American Forest Company again Josephine R. Hall and another, administrators of the estate of John C. Hall, deceased. In the probate court there was judgment for defendants, and upon trial de novo upon appeal to the circuit court there was also judgment for defendants, and plaintiff appeals. Affirmed.

Bryan, Williams & Cave, John A. Hope, and William M. Fitch, all of St. Louis, for appellant.

Charles H. Winston, of Kansas City, for respondents.

GRAVES, J.

There is a mass of record in this case, and brief for respondent (we mean designated as "Statement, Brief and Argument") of 198 pages. The pertinent facts are within a small compass, as also are the legal questions involved.

On December 1, 1910, the Chicot County Cotton-Alfalfa Farm Company (a Missouri corporation) made and executed four notes of $15,000 each to the "American Forest Company" (a New York corporation). These four notes were secured by deed of trust on some lands in the state of Arkansas. The maker of these notes, as appears on the face thereof, was the farm company, supra. On the back of each note appeared the names of Wallace Estill, John C. Hall, and Odon Guitar, Jr. We take it from the record that such was the condition of the paper when delivered to the American Forest Company. The notes were due respectively in three, four, five, and six years. Before the maturity of either of said notes, the American Forest Company indorsed the note due in three years, by signing its name on the back thereof, and delivered the same to the Broadway Bank, of St. Louis, as collateral security for its note to such bank for some $15,000. In like manner, the other three were indorsed and delivered to the St. Louis Union Trust Company as collateral security to a note of large proportions held by that company, and executed by the American Forest Company.

There is a long history preceding the giving of the four $15,000 notes, signed as aforesaid, but most of it is immaterial to the real issues here. So far as material (if at all), it will be left for the proper points in the opinion. The notes upon their face referred to the deed of trust aforesaid, and the deed of trust contained a provision as follows:

"It is expressly agreed and understood that failure to pay the interest upon said notes, or any of them annually, when due, and continuance in such default for a period of thirty (30) days, shall cause all of said notes to become immediately due and payable though not then due by the tenor, terms and effect thereof."

The deed of trust, in describing the four notes which it was given to secure, says:

"Whereas, the said Chicot County Cotton-Alfalfa Farm Company is indebted to the said party of the third part, the American Forest Company, in the sum of sixty thousand ($60,000) dollars, evidenced by four (4) certain negotiable promissory notes of even date herewith for the sum of fifteen thousand ($15,000) dollars each, and due and payable respectively in three, four, five and six years from their date, with interest at the rate of five (5) per cent. per annum from date until paid, interest being payable upon said notes annually, and each of said notes being indorsed by Wallace Estill, of Estill, Mo., Odon Guitar, Jr., of St. Louis, Mo., and John C. Hall, of Kansas City, Mo., and all of said notes being payable at the office of said American Forest Company in St. Louis, Mo."

Both the notes and the deed of trust referred to in the face of the notes placed the signers upon back thereof in the capacity of indorsers, as we formerly understood that term.

July 30, 1913, John C. Hall died intestate, and his widow and son were made the administrators of his estate in the Jackson county probate court. On July 20, 1914, the American Forest Company presented a demand against the John C. Hall estate, in which it sought an allowance of $57,919.73 in its behalf, alleging that—

"The said John C. Hall during his lifetime, to wit, on the first day of December, 1910, made, executed and delivered, at the city of Kansas City, Missouri, for value received, his four (4) certain negotiable promissory notes for the sum of fifteen thousand dollars ($15,000) each, payable on or before three (3), four (4), five (5) and six (6) years, respectively, after said December 1, 1910. to the order of American Forest Company, with interest at the rate of five per cent. (5 per cent.) per annum from date; copies of which said notes are hereto attached and marked Exhibits `A,' `B,' `C,' and `D,' respectively."

And further pleading the deed of trust, the said demand avers the maturity of all the notes, and the ownership of the notes in form as follows:

"And this claimant avers that the recitals in said deed of trust were made a part of each of the several notes hereinbefore referred to, as made, executed and delivered by said John C. Hall, by recital and reference in each of said notes to said deed of trust, as will more fully appear by the copies of said notes hereto attached.

"Claimant further avers that it still is the legal holder and owner of all of said notes. "Claimant further avers that the first of the aforesaid notes is overdue and unpaid, according to the face and reading thereof, and the three remaining notes have been duly and legally declared due by the undersigned as the holder thereof, because of the failure to pay the interest due annually, and the default thereof for a period of thirty days thereafter, in accordance with the provisions of the deed of trust securing same, referred to and described in the face of said notes, a copy of which is hereto annexed; all four of which notes have been duly presented for payment, and payment thereof having been refused, have been duly and formally protested for nonpayment, and the maker and indorsers duly notified thereof."

Unverified copies of the four notes and copy of the deed of trust were attached to the demand, as was also a notice of demand. The notice above thus describes the liability of John C. Hall, on the four notes:

"Josephine R. Hall, administratrix of the estate of John C. Hall, deceased, will take notice that the undersigned, American Forest Company, a corporation, has a demand against said estate for the sum of sixty thousand dollars ($60,000) and for interest thereon from December 1, 1912, to date, amounting to the sum of thirty-four hundred forty-six dollars and twenty-five cents ($3,446.25) with protest fees of twelve dollars ($12.00), founded on four promissory notes indorsed by John C. Hall, of which the following are copies."

The copies are the same as those attached to the demand or claim. Upon trial in the probate court, judgment went for defendants. Upon trial de novo in the circuit court (to which appeal was taken from the probate court) there was a like result. In the circuit court trial was had without the intervening of a jury. Instructions given and refused indicate in a way the views of that court. The instructions, both given and refused, upon both sides are as follows:

"Thereupon, plaintiff asked the court to declare the law to be as set forth in the following three declarations of law, numbered respectively 1, 2, and 3 to wit:

"Refused: No. 1. The court declares that under the law, the pleadings, and the evidence in the case, the claimant, American Forest Company, is entitled to recover, and that the four notes presented for allowance herein must be allowed and classified in the fifth class as demands against the estate of John C. Hall, deceased, for the full amount thereof, less any payments which the court may find to have been made thereon.

"Refused: No. 2. If the court finds that the estate of John C. Hall, deceased, is liable on the four notes involved herein, then the claimant, American Forest Company, is a proper party to present and have the said notes allowed in its name as claim against said estate; notwithstanding the court may further find and believe from the evidence that one of said `notes was and is now pledged to the Broadway Bank as collateral to secure a debt of said Forest Company to said bank of less amount than the pledged note, and notwithstanding also that the three remaining notes were and are now pledged to the St. Louis Union Trust Company as collateral to secure a debt of said Forest Company to said trust company of less amount than said three pledged notes.

"Given: No. 3. Notwithstanding the court may find and believe from the evidence that the American Forest Company was a New York corporation and maintained an office and had business transactions in this state, yet if the court further finds and believes from the evidence that such maintenance of an office and business transactions were merely incidental to and connected with commerce or business transactions done or had in other states, then said American Forest Company was engaged in interstate commerce and was not subject to the statutes of this state concerning foreign corporations doing business in this state, and was not required to comply therewith, and it is no defense to the claims sought to be allowed herein that the said American Forest Company had not complied with the statutes of this state relating to foreign corporations doing business in this state.

"And at the same time defendants asked the court to give the following seven declarations of law, numbered respectively I, II, III, IV, V, VI, and VII, to wit:

"Given: I. The court declares the law to be that under the law and the evidence in this case the American Forest Company cannot recover, and the finding must be for the appellees.

"Given: III. The court declares the law to be that, having written its name `American Forest Co., J. H. Byrd, Pres.,' on the backs of each and all of the four...