Bullen v. Milwaukee Trading Co.
| Decision Date | 01 February 1901 |
| Parties | BULLEN v. MILWAUKEE TRADING CO. ET AL. |
| Court | Wisconsin Supreme Court |
1. If all the issues of fact raised by the pleadings, that are controverted on the evidence, are submitted to the jury for determination the omission to submit other issues is not reversible error.
2. If a person, acting in good faith, contract with a corporation upon the strength of the apparent authority of those acting in its behalf, and the corporation receive the benefit of the contract, it is bound, regardless of whether its agents had actual authority in the premises or the contract was within the scope of its corporate powers.
3. If the officers of a corporation, who, customarily, are empowered to act in its behalf, execute a promissory note in its name, and cause such execution to be authenticated by the corporate seal, the presence of such seal upon the instrument carries with it prima facie proof of authority in fact to execute the paper.
4. If a corporation, by its officers having apparent authority to do so, execute an instrument in the form of a promissory note, cause the same to be indorsed by the payee, transfer it to a third person, taking therefor a check payable to the order of the treasurer of the corporation,--which check is delivered to such treasurer as the proper custodian of corporate property of that kind,--and the check is duly presented for payment and paid, the proceeds of the note must be regarded as having reached the corporation, regardless of whether its officers had actual authority in the matter or not, or what subsequently became of such proceeds.
Appeal from superior court, Milwaukee county; Orren T. Williams, Judge.
Action by C. A. Bullen against the Milwaukee Trading Company and others. Judgment for plaintiff, and defendant trading company appeals. Affirmed.
Action to recover on a note of which the following is a copy:
“$1,500.00 Milwaukee, Wis., Aug. 28th, 1896. One year after date Milwaukee Trading Company promises to pay to the order of Win. J. Morgan & Co., at their office, 411, 4th floor, Pabst Bldg., fifteen hundred and no-100ths dollars, value received, with interest at the rate of 7 per cent. per annum.
Milwaukee Trading Co. [Corporate Seal.]
By Fred Bjorquist, Pres.
The complaint contained the necessary allegations to entitle plaintiff to recover against the maker and indorsers of the instrument as negotiable commercial paper. The answer put in issue the authority of the officers of the corporation to make the instrument and alleged that it was made by the firm of Win. J. Morgan & Co. as a means of availing themselves of the credit of the corporation for their own use; that the instrument was not negotiable; that no consideration was received for it by the corporation and that plaintiff took it charged with knowledge of the facts.
On the trial plaintiff produced the note and it was received in evidence. Evidence was also offered and received showing that the members of the firm of Win. J. Morgan & Co. owned all of the stock of the corporation except two shares; that its financial operations were wholly conducted through the firm; that the members of the firm were directors of the corporation; that they were accustomed to manage the corporate business as if it were theirs exclusively; that they used the corporate name as a cover for their private operations; that such was the real purpose of the corporation; that is, that it was an organization designed to enable Win. J. Morgan & Co. to do business under a corporate name; that they, as officers of the corporation, were accustomed to make notes and then to negotiate them as the firm of Win. J. Morgan & Co. when the corporation needed money, passing the proceeds to its credit in an account between it and the firm, and charging it with the money paid out in the business done by them in its name; that the note sued on was negotiated with one Haskins, he giving his check therefor, payable to the corporation, which check was delivered to the secretary and treasurer of the corporation and was by him realized on, the money being credited as usual to the corporation in the account of Win. J. Morgan & Co. with it. There was further evidence tending to show that a settlement was made between Win. J. Morgan & Co. and the corporation in which the latter received the full benefit of the proceeds of the note. There was further evidence from which defendant claimed that when the note was negotiated the corporation was not indebted to Win. J. Morgan & Co., and that there never was any legitimate indebtedness on the part of said firm against the corporation upon which the credit of the proceeds of the note could have been applied. There was no evidence showing that plaintiff and his assignor did not obtain the instrument sued on for value before due and without notice of any infirmity therein.
At the close of the evidence plaintiff's counsel moved the court for the direction of a verdict in his favor, which was denied. Thereupon, at the request of counsel for the corporation, the court submitted the cause to the jury to determine whether it received value for the note. The result was a finding in plaintiff's favor, upon which judgment was rendered for the full amount due upon the note according to its terms, with costs. From that judgment this appeal was taken.
Turner, Pease & Turner, for appellant.
A. B. May, for respondent.
MARSHALL, J. (after stating the facts).
Several questions are discussed in the brief of counsel for appellant, the solution of which is not necessary to a determination of this appeal, because if the one submitted to the jury was properly answered, the fact found is conclusive.
It is said that all the material issues were not submitted to the jury. There is no reversible error in that if all the issues of fact on the pleadings, that were controverted on the evidence, were so submitted. Weisel v. Spence, 59 Wis. 301, 18 N. W. 165;Stringham v. Cook, 75 Wis. 589, 44 N. W. 777;Baxter v. Railroad Co., 104 Wis. 307, 312, 80 N. W. 644. The issue that counsel suggests was improperly omitted from the submission to the jury, is that in regard to the authority of...
To continue reading
Request your trial
-
Grafeman Dairy Co. v. Northwestern Bank
...Tex. 474; Clark v. Elmendorf, 78 S.W. 538; Bank v. Clark, 138 Ga. 798; Witter v. Grand Rapids Flouring Mill Co., 78 Wis. 543; Bullen v. Milwaukee Co., 109 Wis. 41; Chestnut Co. v. Record Pub. Co., 227 Pa. St. Sherman v. Morris, 43 Kan. 282; Henry v. Colorado & C. Co., 10 Colo.App. 14; Cook ......
-
Bankers' Mut. Casualty Co. v. First Nat. Bank
... ... 204 ... (47 Am. Rep. 701); Main v. Casserly, 67 Cal. 127 (7 ... P. 426); Bullen v. Trading Co., 109 Wis. 41 (85 N.W ... 115). In the last cited [131 Iowa 468] case the court ... ...
-
Paulus v. O'Neill
...St. 1878), the parties litigant waived this requirement where they failed to object to the verdict as submitted. Bullen v. Milwaukee Trading Co., 109 Wis. 41, 85 N. W. 115, where the court said: “There is a further conclusive answer to the complaint that the court failed to submit the quest......
-
Banker's Mut. Cas. Co. v. First Nat. Bank of Council Bluffs
...59 Kan. 778, 53 Pac. 761;Wright v. Pipe Line Co., 101 Pa. 204, 47 Am. Rep. 701;Main v. Casserly, 67 Cal. 127, 7 Pac. 426;Bullen v. Trading Co., 109 Wis. 41, 85 N. W. 115. In the last-cited case the court says: “If a corporation offends against the law of its creation by a transaction so far......