Chapman v. St. Stephens Protestant Episcopal Church, Inc.

• Decision Date: 21 July 1931
• Citation: 136 So. 238,105 Fla. 683
• Parties: CHAPMAN v. ST. STEPHENS PROTESTANT EPISCOPAL CHURCH, Inc., et al.
• Court: Florida Supreme Court

136 So. 238

105 Fla. 683

CHAPMAN v. ST. STEPHENS PROTESTANT EPISCOPAL CHURCH, Inc., et al.

Florida Supreme Court

July 21, 1931

Commissioners' Decision.

Suit by G. A. Chapman against St. Stephens Protestant Episcopal Church, Inc., and the trustees of the Diocese of South Florida, a corporation. From a decree dismissing the bill complainant appeals.

Reversed and cause remanded, with directions.

Syllabus by the Court.

SYLLABUS

Trust property held for the use of a church or religious society is not exempt from a mechanic's lien, provided for by statute (sections 5349(3495), 5350(3496), 5353(3499), and 5380(3517), Compiled General Laws of Florida 1927).

In case of a simple or dry trust, a mechanic's lien may exist for labor performed or materials furnished under or by virtue of a contract with, or the consent of, the equitable owner of the property.

The word 'owner,' as used in the statute relating to mechanic's liens, includes owner in equity as well as at law.

The owner is estopped to deny the agency where, without repudiating it, he stands by and expressly consents to, or silently acquiesces in, contract for improvements upon real estate entered into with a person who claims to be his agent.

A corporation, the same as a natural person, may ratify, and become bound by, an unauthorized contract made on its behalf by its agent, if the contract is within the scope of its corporate powers and might have been previously authorized by it.

Ratification may be implied from acquiescence in, or recognition of, an act by a corporation through its proper officer or agent, or from its accepting and retaining the benefits of the act, or from any other acts or conduct which reasonably tends to show an intention to adopt or affirm the act or contract particularly where it appears that the corporation has repeatedly recognized and approved similar acts done by the officer or agent, and provided that at the time of such acts or conduct it has full knowledge of the material facts.

Where an unauthorized act or contract of an agent is clearly beneficial to a corporation, a ratification may be implied from slight circumstances.

Where authority is conferred upon two or more agents to represent their principal in a business transaction, it is the general rule that such an agency will be presumed to be joint, and it can be performed by the agents only jointly, unless an intent appears that it may be otherwise executed; but if it appears from his course of dealing or subsequent approval that the principal has waived the requirement of joint action on the part of the agents by allowing a number less than the whole to act for him, the execution of the power by a number less than all will be valid.

Where there is a duty of finding out and knowing, negligent ignorance has the same effect in law as actual knowledge. Appeal from Circuit Court, Dade County; Paul D. Barns, Judge.

COUNSEL

Blackwell & Gray, of Miami, for appellant.

R. A. Johnston, of Miami, for appellees.

OPINION

DAVIS C.

The appellant filed his bill in the circuit court of Dade county, for the foreclosure of a lien claimed by him for labor performed on, and for materials furnished for repairing and enlarging, church property used and occupied by St. Stephens Protestant Episcopal Church, Inc., of Coconut Grove, but the legal title to which was in trustees of the diocese of South Florida, a corporation.

The latter corporation was created by act of the Legislature under the name of 'The Protestant Episcopal Church in the Missionary Jurisdiction of Southern Florida' with full power to acquire property for the use of the Protestant Episcopal Church in the missionary jurisdiction of southern Florida, or of any institution controlled by said church.

The act, among other things, provides that no property used for parochial purposes shall be alienated or incumbered without the written application or consent of the constituted authorities of the parish, and that it shall not be lawful for any parish or the corporate officers or congregation thereof to incumber, sell, transfer, or convey any real property without the consent of the corporation. Later the corporate name was duly changed to 'The Trustees of the Diocese of South Florida.'

In the charter creating the defendant St. Stephens Protestant Episcopal Church, Inc., a corporation (which was in 1925), the corporation acknowledged itself to be a member of the Protestant Episcopal Church in the diocese of South Florida and adopted constitution, canons, doctrine, discipline and worship of the Protestant Episcopal Church in the United States of America, and also the constitution and canons of the said church in the diocese of South Florida. The charter of the last-named corporation provides that the officers by whom the affairs of the corporation are to be managed are a rector, and a vestry composed of not less than five lay baptized male members of the corporation, one of whom shall annually be appointed senior warden by the rector, and one shall be elected junior warden. The vestry shall also elect annually a secretary and a treasurer. The charter also provides that----

'No grant shall be made nor shall any change (charge) be imposed upon any consecrated church or chapel or any church or chapel which has been used solely for divine service belonging to the Parish, except by the consent of a majority of the whole Vestry at any regular or special meeting, nor without the consent of the Bishop acting with the advice and consent of the Standing Committee of the Diocese.'

At the time the property in question was acquired by the church, the organization at Coconut Grove was a mission under the Protestant Episcopal Church in the missionary division of South Florida. The clergyman then in charge of the mission raised certain money by subscription which, added to money obtained as a result of the sale of property it already had, was paid for the purchase of the property in question, and the title to the property was made to 'The Protestant Episcopal Church in the Missionary District of Southern Florida.' In his testimony, the said clergyman states that----

'A mission cannot hold property, not being a corporate body, it had to be held by a trustee or Diocese. * * * The custom was for diocese of mission jurisdiction to hold title to all mission property.'

When the Coconut Grove church was incorporated, it continued to use the same property.

On June 5, 1923, the trustees of the diocese of South Florida at a regular meeting resolved:

'That whenever a parish shall incorporate under the standard form of charter which has been prepared by the Chancellor the Bishop shall convey * * * to the incorporated parish the property held by this corporation for such parish, provided that this resolution shall not apply to any property which is held by this corporation on any express trust.'

The church building and rectory belonging to St. Stephens Church were seriously damaged in the hurricane of September, 1926, and it became necessary to do something at once to avert greater loss. Being unable to get together a majority of the vestry, members thereof, less than a majority, authorized certain work to be done on the rectory so that it could be occupied by the rector who was then out of the city, but would return in a few days. On October 8th following, at a meeting of the vestry, a majority being present, it was moved----

'That a committee be appointed, with full bower to act, to consider widening the church to the South as far as the present North line of the sidewalk and to extend the back wall to a line with the extreme Eastern Wall of the present church building. The idea being to make no changes in the chancel, pulpit or the position of the organ console, but to arrange for a wall to extend across the new structure in a line with the wall at the right hand side of the sanctuary; this wall having a door from the church to the new space, which will be developed up into rooms for the choir and providing more room in the Vestry.'

Upon the motion being carried, Mr. Gray and Mr. Oemler, the latter being an architect, were appointed as a tentative committee to be approved by the rector. A motion was then made and carried that the committee be instructed to O. K. all bills for payments, and the treasurer was authorized to pay all bills so approved. It seems that committeeman Gray was not very active in looking after the repairs that were made, although he stated that he was on the property about every day, and it is not in evidence that he O. K.'d any bills. Committeeman Oemler went ahead and made a verbal contract with the complainant to do the work on a cost plus basis. No plans or specifications were made other than a drawing of the alterations to the church building, and this was changed somewhat. During the progress of the work, the vestrymen generally were on the property every Sunday, and some of them were there two or three times a week. The rector returned the latter part of September or the first part of October and was there probably every day where he could, and sometimes did, consult with Mr. Oemler. Checks were drawn periodically to cover pay rolls and material until some time in November when $10,850 had been paid on the work, while the contractor had paid out the sum of $15,597.47. Thereupon, the complainant was notified to cease work. He then demanded payment of the balance due him which, added to the percentage claimed by him, amounted to $7,087.09, and payment was refused.

The master reported...