Broughton v. Jones

• Decision Date: 28 June 1899
• Citation: 120 Mich. 462,79 N.W. 691
• Court: Michigan Supreme Court
• Parties: BROUGHTON v. JONES.

79 N.W. 691

120 Mich. 462

BROUGHTON v. JONES.

Supreme Court of Michigan

June 28, 1899

Error to circuit court, Wayne county; Robert E. Frazer, Judge.

Replevin by Frederick Broughton against Henry K. Jones. Judgment for defendant on a directed verdict, and plaintiff brings error. Affirmed.

John H. Powell, for appellant.

Lewis H. Paddock, for appellee.

MOORE J.

The defendant, Henry K. Jones, obtained a judgment against the Detroit Mill-Supply Company, and levied upon certain personal property, which he claimed belonged to it. The plaintiff claimed to be entitled to the possession of said property by virtue of a chattel mortgage for $1,300 given to him by said Detroit Mill-Supply Company, and replevied the property levied upon. After all the proofs were in, the circuit judge directed a verdict in favor of defendant, for the reason that no authority had been shown for the giving of the mortgage. The plaintiff brings the case here by appeal.

It is his claim that early in 1896 he loaned Mr. Taylor $700 to enable him to engage in business; that afterwards Taylor and Jones formed a partnership, under the name of the "Universal Engineer & Mill-Supply Company," into which partnership the business of Taylor was merged, the new company assuming the debt of Taylor to Broughton, giving the latter notes therefor. In June, 1896, a corporation was formed called the "Detroit Mill-Supply Company," and it is the plaintiff's claim this corporation took over the business of the Universal Engineer & Mill-Supply Company and assumed the debt due Mr. Broughton. He also claims, in October, 1896, he loaned the new corporation $400 and that said corporation also owed S. Smith $200, which debt was assigned to him, and that on December 3, 1896, the corporation was authorized to give him a mortgage for these debts, and that on December 5th such a mortgage was given. It was filed on the 12th of December, and soon thereafter Mr. Broughton took possession of the property by virtue of his mortgage, and was in possession when defendant levied upon the goods. It is the claim of defendant that the debt of $700 was the debt of Taylor, and not of the Detroit Mill-Supply Company; that the $400 was not borrowed of Broughton, but was borrowed of one Kretzschmar, and the note of the corporation was given for it. No proof on the trial was given as to the debt of $200 to Mr. Smith. It is also the claim of defendant that, while the mortgage is dated December 5th, it was not given until the 11th, and after one of the creditors of the company had attached some of the goods of the company, and was given without authority, and for the purpose of defrauding the creditors.

A number of errors are assigned, but, if the circuit judge was right in holding the mortgage was given without authority that will end the discussion. The property covered by the mortgage was practically all the property of the corporation. To take possession of the property described in the mortgage was to take possession of all the property of the corporation, and practically ended the business. There does not seem to be any written record of the election of directors, but we think it is clearly established there were...