Danglade & Robinson Mining Co. v. Mexico-Joplin Land Co.

• Decision Date: 20 November 1916
• Docket Number: No. 1843.,1843.
• Citation: 190 S.W. 35
• Court: Missouri Court of Appeals
• Parties: DANGLADE & ROBINSON MINING CO. v. MEXICO-JOPLIN LAND CO. et al.

190 S.W. 35

DANGLADE & ROBINSON MINING CO. v. MEXICO-JOPLIN LAND CO. et al.

No. 1843.

Springfield Court of Appeals. Missouri.

November 20, 1916.

Rehearing Denied December 21, 1916.

Appeal from Circuit Court, Jasper County; Joseph D. Perking, Judge.

Suit by the Danglade & Robinson Mining Company against the Mexico-Joplin Land Company and others. Judgment for defendants, and plaintiff appeals. Reversed and remanded.

H. S. Miller, of Joplin, for appellant. A. W. Thurman, of Joplin, for respondents.

STURGIS, J.

This is a suit for conversion of a certain mining plant, consisting of buildings, machinery, and mining appliances, belonging to plaintiff and located on a mining lease in Jasper county. The land belonged to defendant, plaintiff being a lessee. Plaintiff had erected this mining plant and carried on mining operations without much success. It became indebted to defendant for about $500 for royalty on ores mined. The defendant acknowledges and seeks to justify its taking and selling the mining plant in question under an alleged chattel mortgage given by plaintiff to defendant to secure this indebtedness. Plaintiff admits that such a chattel mortgage was given, purporting to be executed by one James T. Robinson, as vice president of plaintiff, but says that Robinson was not the vice president of plaintiff, but was only a director, treasurer, and manager of the mining business of plaintiff and without authority to execute a mortgage conveying all its property. The defendant claims that Robinson, as director, treasurer, and manager, had such authority, and, if not, that plaintiff ratified his act in so doing, and is estopped to deny the validity of the mortgage.

It is not stated or shown whether plaintiff is a domestic or foreign corporation or where its home office is located. Three of its directors, of whom one was president and another secretary, lived in Kansas City. Two of the directors, Robinson, who was treasurer, and Danglade, lived in Jasper county at Webb City, near where the plaintiff's mining plant was located. According to the records, there never was but one formal meeting of the board of directors, at which time the officers were elected and Robinson was made treasurer with power "to manage the mining interest and property of the company at a salary of $25 a week, and employ such labor as he deemed right, necessary, or expedient at such wages or salary as are just and usual for such services."

The plaintiff has no property or business except this mining plant and lease. When the mine was being operated, Danglade, who was interested in a mine on nearby land, rather than Robinson, was the active manager of the mining operations, though Robinson was consulted more or less frequently. The plaintiff's mine and mill being shut down for want of profitable ore, it had no money and no property except this mining plant. It owed only this one debt of $500, the collection of which was in the hands of A. W. Thurman, a lawyer at Joplin. He was pressing the claim and finally induced Robinson to execute this chattel mortgage covering all of plaintiff's property and signing it as vice president. Robinson explains his doing this by saying he was vice president of another mining company and thought he was vice president of plaintiff. The secured note was made payable in 60 days, at which time Robinson paid $200 thereon from his private funds and, as plaintiff's evidence shows, without the knowledge of any other officer or director. Nothing more being paid and the balance of the debt being past due, the mortgage was foreclosed and the property sold to an outside party and lost to plaintiff. The mortgage was never recorded and no corporate seal was attached thereto.

Robinson testified that when he signed the mortgage he told defendant's attorney, Thurman, that he had no authority to execute such mortgage, and that he had consulted with the president who had refused to consent to this action. This, however, was denied by Thurman, and under the instructions given the jury must have found that Robinson did not so state.

There was no meeting of the board of directors authorizing the giving of this mortgage, and there is evidence justifying the finding that Robinson executed the same without consulting with, and without the knowledge or consent of, any other officer or director. All of them, except the president, who died in the meantime, testified that they knew nothing of any mortgage being given or any foreclosure of same till after the property was sold and lost. Danglade, who was always near at hand and who actively managed the property together with Robinson, says that defendant's attorney tried to get him to consent to have his company give a chattel mortgage, but that he refused and told such attorney that there was no need of so doing, as the company could pay out, and that he would not consent to mortgaging the property. We find no denial of this statement.

There is also evidence from which the jury might have found that Robinson did consult with his company, and that this mortgage was executed with its knowledge, if not its express consent. When first asked to give the mortgage, Robinson declined to do so until he first consulted the president and directors at Kansas City. He went there, and on his return, according to defendant's evidence, which the jury believed, said it was all right and he would, and thereupon did, execute this mortgage. Robinson admits that he promised to and that he did consult with the president and directors, but also says that the president refused to sanction the giving of any mortgage. This last statement the jury disregarded. There is also strong evidence that Danglade received several letters notifying him and the company that the mortgage and note were due and must be paid or the mortgage would be foreclosed. These letters seem to have been sent where the plaintiff usually got its mail, though, as stated, it is not shown where the plaintiff maintained its business office, if anywhere. If plaintiff's officers and directors gave the business any attention whatever, they knew that this just debt was due defendant, and that no funds were on hand to pay same. Plaintiff secured a considerable extension of time by reason of this mortgage being given, and plaintiff's conduct with reference thereto is more consistent with knowledge that the debt was secured and time given to pay same than a lack...