Cameron v. First Nat. Bank

• Decision Date: 01 February 1896
• Citation: 34 S.W. 178
• Parties: CAMERON et al. v. FIRST NAT. BANK OF DECATUR.<SMALL><SUP>1</SUP></SMALL>
• Court: Texas Court of Appeals

34 S.W. 178

CAMERON et al. v. FIRST NAT. BANK OF DECATUR.¹

Court of Civil Appeals of Texas.

February 1, 1896.

Appeal from district court, Wise county; J. W. Patterson, Judge.

Suit by the First National Bank of Decatur against William Cameron & Co. and others to recover moneys loaned. From a judgment in favor of plaintiff, defendants Cameron & Co. appeal. Affirmed.

W. T. Leagin, for appellants. R. E. Carswell, for appellee.

Statement of the Case, with Conclusions of Fact.

TARLTON, C. J.

The former disposition of an appeal in this cause will be found reported in 4 Tex. Civ. App. 309, 23 S. W. 334. The statement of the suit as there made is substantially as here presented. On the trial had in accordance with the order of this court remanding the cause the plaintiff introduced evidence on account of the absence of which the former judgment was reversed, viz. testimony proving the action of the board of directors authorizing and ratifying the borrowing of moneys from the bank in the nature of loans, to cover overdrafts drawn by certain officers of the Decatur Roller Mill Company.

The conclusions of fact filed by his honor, resting as they do upon evidence, are adopted by us, as follows: (1) On May 28, 1888, the plaintiff, the First National Bank of Decatur, and the defendants, Cameron & Co., Charles Moore, George W. Trenchard, D. Waggoner, J. F. Ward, and W. D. Maben, were owners of the mill property described in the plaintiff's petition. On that day these parties entered into a contract for operating the property. In this contract they organized themselves into a joint-stock company, to be known as the Decatur Roller Mill Company. (2) The concern had no property at the time of its organization except the mill property, and this was owned in the following proportions: Charles Moore, 30/100; First National Bank of Decatur, 11/100; D. Waggoner, 10/100; George W. Trenchard, 12/100; W. D. Maben, 20/100; J. F. Ward, 4/100; William Cameron & Co., 8/100. M. Dwyer, not a party to the joint-stock company, owned the remaining 5/100. (3) By the terms of the contract, D. Waggoner, Henry Greathouse, Charles Moore, and George W. Trenchard were appointed a board of directors to operate and conduct the business of the company. (4) The board at once met, and agreed, as the company was without means with which to operate the mill, to borrow as much as $2,000, as this sum might be needed, and to give notes therefor. (5) By the contract the notes were to be signed by D. Waggoner. As Waggoner was going to be absent a great part of the time, he told H. Greathouse, the manager, to sign the notes when the money was obtained. Soon thereafter the mill company borrowed of the plaintiff $2,000, for which it gave its notes. These were signed, not by Waggoner, but by H. Greathouse, for the company. The notes sued on are renewals of the notes given for the $2,000, which had never been paid, and were signed by Greathouse in the same manner as the original notes. (6) Thereafter the company began the operation of the mill, and continued it until some time in December, 1888. During this time H. Greathouse, as manager of the company, drew overdrafts on the plaintiff for a large amount, to wit, $24,618. These overdrafts were paid by the plaintiff. The company had no means to operate the mill, and the money so paid on the overdrafts was necessary for the purpose of operating it, and was used for that purpose. (7) The mill was idle from the time it stopped, in the early part of December, 1888, until some time in February, 1889. In the early part of the latter month there was a meeting of the board of directors, all being present except Charles Moore. Moore was notified of the meeting, but from some cause failed to appear. At the meeting it was agreed by the board to start up the mill, and to borrow from the plaintiff the money necessary to operate it. It was also agreed that, instead of giving notes, H. Greathouse, the manager, should draw overdrafts on the plaintiff, which plaintiff should pay, it being agreed that the plaintiff was to be paid on overdrafts interest at the rate of 12 per cent. per annum. (8) At the time the mill was started, in February, 1889, nearly all the overdrafts drawn by Greathouse had been paid and discharged, and at that time only a small amount was due on the overdrafts. (9) From December 1, 1888, to December 1, 1889, H. Greathouse drew overdrafts on the plaintiff amounting to $5,925.31, and George R. Greathouse drew overdrafts on the plaintiff to the amount of $2,914.08. These sums were drawn for and used in operating the mill, and were necessary for the purpose of running it. George R. Greathouse was employed and authorized by the board to draw overdrafts on the plaintiff. (10) Since February 27, 1890, when the supplemental report of the auditor...