Buckley v. Briggs

• Decision Date: 31 July 1860
• Citation: 30 Mo. 452
• Parties: BUCKLEY, Defendant in Error, v. BRIGGS, Plaintiff in Error.
• Court: Missouri Supreme Court

30 Mo. 452

BUCKLEY, Defendant in Error,

v.BRIGGS, Plaintiff in Error.

Supreme Court of Missouri.

July Term, 1860.

1. The fact that a corporation has a seal does not prevent its agents from binding it by contracts not under seal.

2. It does not follow, because a corporation is by its charter prohibited from dealing in commercial paper, that it may not lawfully receive and sell notes given for the sale of its lands.

Error to Holt Circuit Court.

This was an action to recover a balance due on two negotiable promissory notes executed by the defendant in favor of “Henry W. Peter, treasurer of the White Cloud City Company, for the use and benefit of said company.” These notes, it is alleged in the petition, were assigned to the plaintiff by O. Bailey as president of said White Cloud City Company, and H. W. Peter as treasurer thereof. The defendant in his answer admitted the execution of the notes sued on, but denies that they were assigned to plaintiff, and set up that the payee of said notes is a foreign corporation, whose chief office is without this state; that by its charter said company is specifically restricted from dealing in commercial paper; that said corporation has and uses a common seal; that thereby said payee has failed to assign said notes; that the said Peter and Bailey as treasurer and president of said corporation had no authority or power to sell or transfer said notes. The defendant further sets up that said notes were executed in consideration of certain lots in Kansas territory; that said lots were purchased at a public sale made by said corporation; that the defendant is informed and believes and charges the fact to be that at said public sale the corporators of said body politic, for the purposes of inflating the prices of the lots sold, agreed among themselves that they should bid for what lots they might choose, and if dissatisfied after the sale they might surrender their said purchases, but said privileges were not extended to the bidders generally; that thereby defendant, on account of said fraud, was induced to promise greatly more for said lots than they were worth; that defendant knew nothing of the said combination until after the commencement of this suit. Defendant sets up that he has made valuable improvements; offers to rescind said contract on being paid for improvements; prays that said White Cloud City Company be made a party plaintiff; that he may be allowed the value of his improvements as a set-off; that the sale be rescinded.

This answer was stricken out on motion of plaintiff.

Ryland & Son, for plaintiff in error.

I. The court improperly struck out defendant's answer. It set up fraud and fraudulent combination in puffing and in running up the lots by false bidders, and that defendant was defrauded in being induced to bid as much as he did and in giving his notes for the purchase money.

Vories & Vories, for defendant in error.

I. The court properly struck out the answer. It sets up no defence to the action. There is no denial of the assignment, but merely a denial that the...