Cherokee Pub. Serv. Co. v. Harby Cragin Lbr. Co.
| Decision Date | 01 October 1935 |
| Docket Number | Case Number: 24313 |
| Citation | 174 Okla. 67,49 P.2d 723,1935 OK 890 |
| Parties | CHEROKEE PUBLIC SERVICE CO. v. HARBY CRAGIN LBR. CO. |
| Court | Oklahoma Supreme Court |
¶0 1. APPEAL AND ERROR--REVIEW--Questions of Fact--Existence of Agency.
In an action for recovery of money the issue of fact as to existence of agency is for determination by the jury and the verdict will not be disturbed on appeal where supported by competent evidence.
2. CORPORATIONS--Third Party Dealiog With General Malinger Held not Bound by Unknown Limitations on Manager's Authority.
Resolution of board of directors of corporation limiting authority of officers and employees to incur debts to $ 500 without approval of board is not binding on uninformed third party dealing with general manager.
3. CORPORATIONS -- EVIDENCE -- Foreign Corporation not Domesticated in Kansas Held Liable on Contract Made There-- Presumption 'as to Statutes of Another State in, Absence of Proof.
Delaware cc, proration not admitted to do business in Kansas is liable on purchase contract negotiated there, where there is no proof of Kansas statutes, court presuming them to be the same as those of Oklahoma.
4. SAME--Instruction as to Authority of Corporation's Agent to Make Purchase Contract Held Proper.
Instruction providing that corporation shall be held liable if jury find that either the party making the purchase contract or the party who confirmed and ratified the purchase contract was authorized so to do by the corporation, held proper.
Appeal from District Court. Wagoner County; E. A. Summers Judge.
Action by Harry Cragin Lumber Company against the Cherokee Public Service Company. Judgment for plaintiff, and defendant appeals. Affirmed.
Kelly Brown and John W. Porter, for plaintiff in error.
Brooks, Brooks & Fleeson, for defendant in error.
¶1 Harry Cragin Lumber Company recovered a judgment for $ 4,920.18 against Cherokee Public Service Company, a corporation, before a jury in the lower court, on an oral contract for the purchase of an oil derrick. The parties will be referred to as they appeared in the trial court, or as the lumber company and the service company.
¶2 S. R. Morgan & Company, a partnership composed of S. R. Morgan and M. B. Morgan, controlled the Cherokee Public Service Company, a corporation, which owned the Municipal Gas Company, a corporation. The service company and the gas company occupied the same office in Muskogee. M. B. Morgan was the president and general manager of the service company. J. O. Tilly was an employee of the service company until a few weeks before the events hereinafter chronicled arose. W. D. Egolf was an employee in the office, whose duties were mainly connected with the gas company, but who was paid by the service company.
¶3 Tilly testified that he made an agreement with M. B. Morgan to go to Wichita and buy oil and gas leases for the service company, the company to pay his and his wife's expenses and give him an interest in the leases. Tilly was also to buy leases for George Bardeen of Los Angeles, who was to give him expense money also. Morgan testified that the agreement was that he would put up one-third of the expenses, Bardeen would put up the rest, Tilly would put up his services, and Morgan would get personally a one-third interest in the leases,
¶4 Tilly went to Wichita and secured leases in his name, which were conditioned that they were not to be delivered until a well was drilled to a depth of 3,500 feet. These were put in escrow in a bank at Valley Center, Kan. He testified that he purchased leases on 1,600 acres at about $ 10 an acre for the service company and drew a draft for the purchase money, which was turned down, and then drew one on his father and M. B. Morgan, which was paid by S. R. Morgan through Egolf, and that the Morgans were to have a half interest. The service company paid Tilly and his wife $ 750 for their expenses while he was in Kansas.
¶5 Tilly purchased the derrick in the name of the service company from the lumber company, and at the latter's request obtained a letter of confirmation as to the purchase and terms, etc., from, and in the name of, the service company, signed by Egolf, who testified that M. B. Morgan told him to write it. Tilly thereafter drew a draft on the service company in favor of the lumber company for $ 3,500, which was turned down for "no authority."
¶6 M. B. Morgan sent Egolf to Wichita to check up on Tilly. When Egolf reported that Tilly had not secured delivery of the leases, but had only conditional leases in escrow, Morgan ordered Egolf to have Tilly get unconditional leases. Tilly and Egolf got the leases changed, but Tilly refused to assign them to the service company because the draft had been turned down. Morgan wired Egolf to file suit against Tilly in the name of the service company, wired Tilly to "assign remaining half interest to Cherokee Company deliver to Egolf," wired the bank that "Tilly acting our agent only and has no authority to assign (to others)" and Wired Tilly's hotel that "J. O. Tilly no longer connected with us." The telegram to the bank was signed "M. B. Morgan, Cherokee Service Co.," and the one to the hotel was signed "Cherokee Public Service Company."
¶7 W. R. Shaker, the manager of the Valley Center office of the lumber company, testified that just previous to the above telegrams, Morgan was introduced as the president of the service company to him by Tilly at Valley Center, and said to him, "Anything that Oliver Tilly does up here, we will be behind him."
¶8 Tilly testified that Morgan told him and the cashier of the bank that when the leases were straightened up, he would take care of the draft, and that Morgan showed the cashier a financial statement of the service company.
¶9 Some months after the derrick was erected, a written agreement was entered into between Tilly, M. B. Morgan, and Bardeen for the organization of the Park Oil Company, a corporation, with $ 160,000 capital, the conveyance of all leases which Tilly had purchased to it, the sale of $ 60,000 of the stock, and the equal division of the remainder of the stock to the three parties. M. B. Morgan put up $ 5,000 and extended his credit for $ 5,000 for drilling tools to be purchased from the National Supply Company. Morgan testified that the credit manager of said supply company "had agreed before that to furnish me credit, that is, credit to S. R. Morgan and Co." Fie also testified that later S. R. Morgan offered the manager of the lumber company to protect said company to the extent of $ 900 for the cost of dismantling the derrick.
¶10 The service company was a Delaware corporation, not admitted to transact business in Kansas.
¶11 The...
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