Central Trust Co. of Pittsburg v. Lappe

• Decision Date: 07 January 1907
• Docket Number: 137
• Citation: 216 Pa. 549,65 A. 1111
• Parties: Central Trust Company of Pittsburg v. Lappe, Appellant
• Court: Pennsylvania Supreme Court

65 A. 1111

216 Pa. 549

Central Trust Company of Pittsburg v. Lappe, Appellant

No. 137

Supreme Court of Pennsylvania

January 7, 1907

Argued October 29, 1906

Appeal, No. 137, Oct. T., 1906, by defendant, from decree of C.P. No. 2, Allegheny Co., July Term, 1905, No. 353, on bill in equity in case of Central Trust Company of Pittsburg v. H A. Lappe. Affirmed.

Bill in equity for an account and an injunction.

SHAFER J., filed the following opinion:

This bill is to declare the defendant a trustee for the plaintiff of a certain lease, to require its assignment to the plaintiff, and to enjoin its assignment to any other.

FINDINGS OF FACT.

1. In January, 1903, the defendant, H. A. Lappe, with several others, was engaged in organizing a trust company which was afterwards chartered, and is the plaintiff in this case. He became one of the eight or nine incorporators when the charter was obtained, and was elected president immediately upon the organization.

2. While the subscriptions were being obtained, and the organization effected, the respondent, Lappe, and Mr. Munro who is now president of the company, and who was with Lappe a promoter of the company, went to Meyer, the owner of the building, No. 2033 Penn avenue, for the purpose of obtaining a lease of the property, with a view of having it used as a place of business of the new company. The building was at that time occupied by a saloon keeper, whose lease expired on April 1. After several interviews with the owner a lease was made with the defendant, Lappe, for one year with the privilege of five more at the rent of $80.00 per month.

3. This lease was made on January 24, 1903, and the charter of the new company was granted on January 30, 1903. As the company desired to begin business at once, a temporary location was secured at 2000 Penn avenue. The company being advised by the architect who examined the premises at No. 2033 that it would cost $8,000 to make the necessary changes to fit the building for banking purposes, concluded that they would not locate the bank there.

4. On February 28, 1903, Lappe made a lease of the premises to E. J. Donnelly, who then occupied the premises, for the term of four months from April 1, and this was done to enable Donnelly to procure another license, and then have it transferred to another place, Donnelly having taken stock in the company and the parties concerned not wishing to antagonize him. On April 3, the board of directors, Lappe, the defendant, being in the chair, passed a resolution "That Mr. Lappe be authorized to dispose of the Meyer lease on the best terms possible."

5. After the meeting of the directors had adjourned, there was talk among some of them, and it was suggested by one, Mr. Langfitt, that the company ought to be satisfied with getting $500 out of the lease, but this was not agreed to by the others; this being in the presence of Lappe. Lappe and Munro then vice president, went together to see Mr. Donnelly, to endeavor to sell the lease to him and asked him for $3,500 for it, which he refused to give. On other dates thereafter, negotiations were had with Donnelly, and attempts made to sell him the lease or to relet to him the premises for a higher rent, but without result until April 17, 1903, when Mr. Lappe wrote out a paper which was offered in evidence which he procured Donnelly to sign. This paper reads as follows: "I hereby agree to lease premises known as 2033 Penn avenue from H. A. Lappe, Trustee, for a period of six years from April 1, 1903, for a monthly rent of $120 payable monthly in advance, and further agree to expend at least $700 for improvements, etc." This was signed by Donnelly in the bank, and witnessed by the treasurer of the company.

6. About this time, whether before or after it does not perhaps clearly appear, and is not very material, an attempt was made by Lappe to assign the Meyer lease to the company. For this purpose he caused the attorney for the company to draw up an assignment from himself to the company, accompanied by a consent to such assignment to be signed by the lessor; this being necessary because the lease contained a covenant not to...