Edrington v. Pridham
| Decision Date | 05 March 1886 |
| Docket Number | Case No. 2123. |
| Parties | H. C. EDRINGTON v. F. R. PRIDHAM. |
| Court | Texas Supreme Court |
ERROR from Victoria. Tried below, before the Hon. H. Clay Pleasants.
The Texas Continental Meat Company, a corporation under the laws of Texas, was, up to about April 16, 1884, engaged in the business of slaughtering, refrigerating and selling dressed beef, at two slaughtering and refrigerating establishments, one of which was located at Victoria, and the other at Fort Worth. The business of the company was managed by a board of thirteen directors, six of whom were residents of Victoria, or vicinity, and managed the business at Victoria, and the remaining seven were residents of Fort Worth, and conducted the business there, having their chief secretary and treasurer at Victoria, and a local secretary and treasurer at Fort Worth. The domicile of the company was at Victoria.
A. F. Higgs was, at and before April 3 and 16, the president of the company; H. C. Edrington was the secretary and treasurer of the company at Fort Worth, and had in his possession, as treasurer, about $12,000, funds of the company. J. M. Mathis was vice president, and G. A. Levi, secretary and treasurer, both residing at Victoria. The company was then largely indebted in, to wit: The sum of $100,000, and among others it was indebted to Ayers & Cannon, of Galveston, in the sum of $7,000, and to the firm of A. Levi & Co., (of whom G. A. Levi, secretary and treasurer at Victoria, was a member) of Victoria, in the sum of $10,000. On April 16, 1884, Ayers & Cannon and A. Levi & Co., together with A. F. Higgs, the president of the company, filed their petition in the district court of Victoria county, praying for the appointment of a receiver. They alleged, in substance, in their bill, that prior to its filing the company had pledged to the plaintiffs (except Higgs), all the money and other assets readily convertible into money. On the same day the district court of Victoria county, at Chambers, made the following order, to-wit:
“Having considered the foregoing petition and heard the parties thereto, it is hereby ordered that F. R. Pridham be, and he is hereby appointed receiver, as prayed for in the petition, with power to take possession of all property of the defendant, The Texas Continental Meat Company, in whose possession soever it may be found, except it may be in custody under the writ or order of some other court, and preserve the same until the further order of this court.”
The receiver immediately filed his bond and oath.
On April 21, 1884, the majority of the board of directors, to-wit: seven thereof, constituting the local board at Fort Worth, ordered Edrington, as treasurer, to pay out and disburse the sum of $2,500, for the purpose of employing attorneys and paying legal expenses in defending the action brought by Ayers & Cannon, et al. On April 20, the receiver, defendant in error, exhibited the order of the court, made at Chambers on April 16; but the affidavits of plaintiff in error and defendant in error were conflicting as to whether a demand was made upon Edrington by the receiver for the money in his hands at that time. At all events, the order of the court was exhibited on the 20th by the receiver to Edrington, who declined to pay the money over, alleging that the order was not sufficiently specific to justify him in doing so. On April 27, 1884, the receiver obtained a more specific order for the delivery of all money, as well as property, to him. With this last order Edrington complied, by delivering to the receiver all the money then in his hands.
On May 16, 1884, the defendant in error made application to the court for an order commanding plaintiff in error to appear at a day named during that term of the court, and show cause why “he should not pay over to the receiver the amount of money above specified, and upon a hearing hereof for an order commanding the immediate payment of the money to the receiver, under such penalties as the court may deem proper to enforce obedience to its decree and legal authority. Whereupon the court made the following order:
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¦“AYERS & CANNON ET AL. ¦)¦ ¦
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¦vs. ¦)¦From Minutes 1928, May 16, 1884.¦
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¦TEXAS CONTINENTAL MEAT CO.¦)¦ ¦
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This day coming on to be heard the application of the receiver herein for an order of the court upon H. C. Edrington, to show cause why he did not pay over certain funds in his hands, alleged in his application, this day filed, to belong to the defendant company, an order is hereby made and entered in this cause as prayed for in the petition, and the hearing hereof fixed at the day of this term, when the cause shall be regularly called for trial or disposition. And, thereupon J. W. O'Neill, Esq., entered an appearance for H. C. Edringtonto answer said order at the time hereinbefore designated.” On May 29, 1884, plaintiff in error, Edrington, filed his answer under oath to the rule, in substance as follows: That he was the local secretary and treasurer of the company at Fort Worth; that by the unanimous vote of the entire board he was made such secretary and treasurer, and placed under the exclusive direction and control of the portion of the board residing and managing the company's affairs at Fort Worth; that all his disbursements of money as such treasurer in the course of the company's business had been made under the direction of the local board, and that for some months prior to April 20, 1884, the local board at Fort Worth constituted a majority of the entire board; that the order of the court of April 16, 1884, was exhibited to him by the receiver on April 20, 1884, without any specific demand upon him for the money in his hands, but he did not consider it sufficiently specific to protect him in the payment of the money to the receiver; that, subsequently, on April 21, 1884, he had disbursed the sum of $2,500 under the order of the local board, and that, afterward, on April 27, 1884, the receiver having presented to him a more specific order requiring him to pay over all money in his hands, he did, in compliance therewith, pay over to the receiver all the money then in his hands; but that, in the mean time, and before the presentation of the last named order, the local board at Fort Worth had ordered the disbursement of the sum of $2,500, and that he had, in good faith, and in compliance with the order of the board, disbursed and paid out that amount; that he intended no contempt of court, and was amply able to respond in a civil suit for damages; to which answer the receiver replied by affidavit, admitting, substantially, the statements therein, except allegations as to the failure on his part to make a specific demand for the money in the first instance; these he denied, and alleged that he had made a specific demand, and, in substance, that he, Edrington, had acted in bad faith.
After the entry of the order of May 16, 1884, the court took no further action in the matter of the rule against Edrington, although the main case was regularly called for trial, and interlocutory judgment rendered therein, on November 29, 1884, until May 30, 1885, when the court rendered the following judgment:
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¦“AYERS & CANNON ET AL. ¦)¦...To continue reading
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