Concrete & Steel Const. Co. v. National Asphalt Refining Co.

• Citation: 2 S.W.2d 157
• Decision Date: 20 January 1928
• Docket Number: No. 4346.,4346.
• Parties: CONCRETE & STEEL CONST. CO. v. NATIONAL ASPHALT REFINING CO.
• Court: Court of Appeal of Missouri (US)

2 S.W.2d 157

CONCRETE & STEEL CONST. CO. v. NATIONAL ASPHALT REFINING CO.

No. 4346.

Springfield Court of Appeals. Missouri.

January 20, 1928.

Appeal from Circuit Court, Jasper County; Grant Emerson, Judge.

Action by the Concrete & Steel Construction Company against the National Asphalt Refining Company. Judgment for plaintiff, and defendant appeals. Affirmed.

Owen & Davis, of Joplin, for appellant.

A. M. Baird, of Joplin, for respondent.

COX, P. J.

Action for goods sold and delivered. Jury waived, and trial by court. Issues found for plaintiff, and judgment accordingly. Defendant appealed.

The facts briefly stated are as follows: One C. P. Hanson had invented a process for constructing road material, and had secured a patent therefor. He organized defendant corporation at Nevada, Mo., and had agreed with the corporation that it should have the right to manufacture road material under his patent. The stockholders put up money for their stock, and a small plant for the manufacture of road material was built at Deerfield, and road material was manufactured there. Some of the streets of the city of Nevada, Mo., were paved with this material, and some of it was sold to the Missouri state highway department. C. P. Hanson was president and manager of the corporation and seems to have been in full charge of its operations while the small plant was operated at Deerfield. One witness stated that this plant was an experimental plant, and that Hanson concluded it was too small and went to Joplin to build a larger plant there. Mining chats were largely used in the manufacture of road material under the patent and Hanson secured a lease on a large pile of chats near Joplin and took the lease in his own name. He went to plaintiff and stated that he was president and manager of defendant corporation and wanted to purchase from plaintiff material to be used in the construction of a plant for defendant, and offered to give bank references. The amount of the desired purchase was only $370, and plaintiff sold it without requiring references. It was sold and charged to defendant, National Asphalt Company. Hanson opened an office in Joplin, and had placed over its door the name of defendant, and proceeded to erect a plant for the manufacture of road material on the lease obtained by him. He did not have funds enough to complete it, and members of the board of directors of defendant turned over stock in the corporation to him for him to sell and secure money to finish the plant. The board of directors had never made any order relative to the erection of the plant at Joplin. They, as a board, had not authorized nor had they forbidden it. Some of them testified that it was understood between them and Hanson when they turned over stock to him to sell to raise money to build the plant that he was to complete the plant at his own expense and then transfer it to the corporation for a consideration of $1. In fact that seems to have been the understanding between defendant corporation and Hanson all the time. There was some other evidence bearing on the question of ratification of the acts of Hanson in buying material and erecting the plant. The witnesses for defendant, who were members of its board of directors, all testified that they knew Hanson was erecting the plant, and they expected that, after it was erected and paid for by Hanson, it would be turned over to the corporation by him. It was also shown that a plant of the character of the one being erected by Hanson was necessary in order to manufacture road material under the Hanson patent.

When Mr. Hanson purchased the articles from plaintiff, he told plaintiff he was president and manager of defendant, and he bought the articles for defendant, and plaintiff delivered them to defendant and extended the credit to it. Hanson's statement that he was president and manager of defendant corporation was true. It was also true that the articles purchased were necessary for the prosecution of the business of defendant. Defendant contends that there was an agreement between it as a corporation and Hanson that Hanson was to erect the plant at Joplin for the manufacture of road material under the patent at his own expense and then transfer it to the corporation for $1. There is no contention that plaintiff's agent who sold the articles to defendant at Hanson's request had any knowledge of the agreement between Hanson and defendant that Hanson should build the plant at his own expense.

The...