Beekman v. Sonntag Inv. Co.

• Court: Florida Supreme Court
• Writing for the Court: TAYLOR, J. (after stating the facts as above).
• Citation: Beekman v. Sonntag Inv. Co., 67 Fla. 293, 64 So. 948 (Fla. 1914)
• Decision Date: 31 March 1914
• Parties: BEEKMAN v. SONNTAG INV. CO.

64 So. 948

67 Fla. 293

BEEKMAN v. SONNTAG INV. CO.

Florida Supreme Court

March 31, 1914

Appeal from Circuit Court, Volusia County; Jas. A. Perkins, Judge.

Bill by D. D. Beekman against the Sonntag Investment Company, a corporation. From a decree dismissing the bill, complainant appeals. Reversed and remanded, with directions.

Syllabus by the Court

SYLLABUS

If the vendor of land is in a situation to obtain title, is in such a situation that it is only necessary, for instance, for him to pay the sum of $500 to the executor of an estate who holds the legal title, and who is bound by the terms of his testator's will to convey the same upon such payment by the vendor, or to do like acts clearly within his power and thus acquire title, a court of equity will retain the bill will require him to perform such acts, and will decree specific performance.

The acts of an agent, performed within the scope of his real or apparent authority, are binding upon his principal. The public have a right to rely upon an agent's apparent authority, and are not bound to inquire as to his special powers, unless the circumstances are such as to put them upon inquiry.

Parol authority is sufficient to authorize an agent to execute a contract for his principal for the sale of real estate.

COUNSEL Rufus M. Robbings, of Titusville, for appellant.

Stewart & Bly, of De land, for appellee. The appellant, as complainant below, filed his bill of complaint in equity in the circuit court of Volusia county against the appellee, as defendant below, alleging therein as follows:

'D D. Beekman, of Washington, in the District of Columbia brings this, his bill, against the Sonntag Investment Company, a corporation organized and existing under the laws of some one of the United States other than the state of Florida, and having an office and doing business in Evansville, Ind., and at Seabreeze, in the county of Volusia and state of Florida.

'And thereupon your orator complains and says that said Sonntag Investment Company, on the 11th day of June, 1908, being, or pretending to be, seised and possess in fee simple of the following described real property, situate, lying, and being in the county of Volusia and state of Florida, to wit: Lots 2 and 3, block 45, and lots 2, 4, and 6, block 42, according to the map of East Daytona of record in the office of the clerk of the circuit court of Volusia county, Florida, in Map Book 2, p. 106--entered in a written agreement with your orator by which it sold your orator said lots, and your orator paid therefor the sum of $1, the receipt whereof was acknowledged by said Sonntag Investment Company, and agreed to give said company a bill of sale for the auxiliary yacht Crystal Wave. Said written agreement was signed, 'Sonntag Investment Co. A. I. Miller, Resident Agent.' and 'D. D. Beekman'--was witnessed by H. G. Wilson and John W. Williams, who signed their names as subscribing witnesses thereto, and was acknowledged by the said A. I. Miller, as resident agent, and by your orator on said 11th day of June, 1908, and was filed for record and recorded according to law on the 20th day of August, 1908, in Book 45 of Deeds, at page 486 of the Records of Volusia County, Fla., as by the original of said instrument in possession of your orator with its certificates of acknowledgment and record will more fully appear, and which your orator is ready to produce in court when required.

'(2) Your orator further shows unto your honor that within a few days after the execution of said written agreement he delivered said yacht Crystal Wave to said Sonntag Investment Company (who have used the same as their own property, and had said yacht altered from an auxiliary yacht to a launch), and would have given said company a bill of sale of said yacht had they required it, but your orator was informed by the customs authorities that said yacht, being under 20 tons' measurement, had been dropped from registry, and that no bill of sale was necessary, but that title to her would pass by delivery of possession as in case of other personal property, and your orator communicated such information to the agents and officers of said company, and they did not require a bill of sale. Your orator, however, to comply literally with said contract on his part, has executed a bill of sale of said yacht which is filed in the court with this bill of complaint and tendered to the defendant.

'(3) Your orator further shows unto your honor that in October, 1908, one W. L. Sonntag, the treasurer and at that time the local manager of said company at Seabreeze, Fla., explained to your orator that a mistake had been made in the description of one of the lots sold, and wrote on the top of said contract, 'Lot #3 B #42 to be substituted for Lot #2 B #42; and your orator accepted such amendment of said contract.

'(4) And your orator shows unto your honor that he has fully complied with his part of said contract by delivering to defendant said yacht Crystal Wave, but the defendant refused to make him a conveyance by deed of said lots 2 and 3 of block 45 and lots 3, 4, and 6 of block 42 of East Daytona, upon his request, and claim that said A. I. Miller, who signed said contract, had no authority and never was an agent of said company further than that he received commission for selling various lots; but your orator says that said Miller had a sign on the office of the Sonntag Investment Company at Seabreeze, stating that he was its resident agent, that on the 15th day of June, 1908, said company contracted to deed him lot 3 of block 18 of East Daytona for $500, and took his note due in one year for $450 of said price, and demanded payment of said note on its maturity though the Merchants' Bank of Daytona, thus recognizing the validity of said contract, although it is signed, 'Sonntag Investment Company, by A. I. Miller, Resident Agent,' and by your orator precisely as is the contract which said company now seek to repudiate.

'(5) Your orator further shows unto your honor that at the time said agreement was under consideration Mr. Miller, Mr. W. L. Sonntag, Mr. M. L. Waggoner, and your orator were together at the office of the Sonntag Investment Company at Seabreeze; that both Mr. Sonntag and Mr. Waggoner were directors of said company, and Mr. Sonntag was manager at Seabreeze, although he has recently been succeeded in that position by Mr. Waggoner; that it was decided to take the Crystal Wave in trade for said lots, and Mr. Sonntag told Mr. Miller to make out the contract, in your orator's presence, and Mr. Miller drew a contract which, on reading, your orator rejected, as it was in the form of an option; thereupon Mr. Sonntag said to Mr. Miller, 'You have power of attorney and can fix this up with the Doctor to-morrow;' and thereupon your orator was led to believe that said Miller had full authority in the premises, and accepted the contract set up in this bill, and delivered said yacht to said Miller, as the resident agent of said defendant. Your orator further shows that within a few days thereafter the said Sonntag, Waggoner, Miller, and others took a trip on said yacht to St. Augustine, and used said boat as the property of said company until the fall of 1908, when they took her to Root's boatyard at Daytona, and had her materially altered and changed in many respects, and afterwards said Sonntag listed her for sale with one E. T. Conrad, and also asked your orator to try to find a purchaser for said boat, and the said Sonntag amended said contract by the substitution of lot 3 for lot 2 of block 42, writing said amendment himself upon the top of said contract, and your orator says that said pretended defense that said contract is not the contract of the Sonntag Investment Company is false and fraudulent, and ought not to be entertained by this court.

'(6) Your orator further shows unto your honor that said yacht has never been in his possession since he delivered it to Mr. Miller upon receiving said contract; that it was used constantly by said Sonntag Investment Company until they broke the engine, broke the rudder, and finally broke the clutch. It was then taken to Mr. Root's boatyard in Daytona by Mr. Sonntag's order, and the rigging taken off, the mast taken out, the bowsprit cut off, and the carved woodwork in the cabin painted over; and these alterations were made after defendant company had had possession of said boat for six months. Since that time the machinery in said boat has been taken to pieces and dispersed; said boat has been left unpainted and neglected, and charges of some $100 or more are against her.

'(7) Your orator further shows unto your honor that at the time said contract was made Mr. Sonntag explained to him that it would not be convenient to give a deed at that time, because his company had to pay to the Post estate $500 before it could make a clear deed to said lots, and that they desired six months' time before giving him a deed, but your orator has exercised possession of said lots ever since the sale of them to him by said contract, and has paid the taxes thereon, and your orator has since ascertained that said Sonntag Investment Company has a contract made with Helen W. Post, the owner in fee of said lots, on June 22, 1907, and in which Charles C. Post, the husband of said Helen, joins, by which the said Sonntag Investment Company can demand a deed to said lots to be made to the purchaser thereof upon payment to said Helen W. Post by said company of the sum of $100 per lot, and interest of said $100 at 6 per cent. per annum from the date of said contract; and said contract is recognized as valid and is carried out by the legal representatives of the estate of said Helen W. Post and Chas. C. Post, both of...