Fed. Deposit Ins. Corp. v. Grim

Decision Date25 October 1938
Docket NumberCase Number: 28382
Citation1938 OK 540,86 P.2d 774,184 Okla. 275
CourtOklahoma Supreme Court

¶0 1. PRINCIPAL AND AGENT--Person Dealing With Agent Bound by Known Limitations on Authority.

Limitations which are known to a person dealing with an agent are as binding upon such person as they are upon the agent, and he can acquire no rights against the principal by dealing with such agent contrary thereto.

2. CONTRACTS--EVIDENCE--Construction of Unambiguous Contract as Matter of Law and Parol Evidence Inadmissible.

Where there is no ambiguity in the language of a contract, its construction is a matter of law for the court, and parol evidence is inadmissible to vary its terms.

3. SAME--Courts Bound by Contract as Written.

The courts will not make over a written legal contract, nor enlarge or diminish rights or liabilities clearly and specifically provided therein.

Appeal from District Court, Roger Mills County; T. R. Wise, Judge.

Action by Orval Grim against the Federal Deposit Insurance Corporation. Judgment for plaintiff, and defendant appeals. Reversed with directions.

Everest, McKenzie & Gibbens and Francis C. Brown, for plaintiff in error.

Sylvester Grim, for defendant in error.


¶1 This is an action for breach of contract. Judgment was rendered for plaintiff, Grim, and defendant appeals. The facts are as follows:

¶2 Plaintiff alleged in his petition that on or about April 15, 1935, the Federal Deposit Insurance Corporation, defendant, through its duly authorized agent, orally employed him to represent it in matters involving disputed claims and all litigation arising therefrom in connection with the payment of guaranteed deposits in the insolvent First State Bank of Cheyenne. Plaintiff further alleged that at the time of his employment he was requested by defendant to sign, which he did, an "Attorney's Agreement," a copy of which was attached to the petition, reading as follows (in part):

"To the Federal Deposit Insurance Corporation, Washington, D. C.
"The undersigned, consideration of his, her or their employment as attorney for the Federal Deposit Insurance Corporation in connection with certain disputed claims for deposits claimed to be due from the First State Bank, insolvent, located at Cheyenne, Oklahoma, agrees that all fees for services rendered the Corporation will be reasonable, and subject to the approval of the Board of Directors of the Federal Deposit Insurance Corporation, whose decision as to such fees shall be final.
"* * * It is agreed that either the undersigned or the Federal Deposit Insurance Corporation may terminate this employment at will and that upon termination, or prior thereto on demand, all papers belonging to the Corporation or the trust will be returned to the Corporation immediately.
"Dated: April 15, 1935, Washington, D. C.
"Orval Grim."

¶3 Plaintiff further alleged that upon receipt of the foregoing, the defendant, on April 15, 1935, through its counsel, Francis C. Brown, wrote a letter to Bruce P. Greene, its agent in charge of its business in connection with the bank in Cheyenne, reading as follows:

"This will introduce Mr. Orval Grim who has been employed by this corporation to advise with you in connection with the paying off of the insured deposits of the First State Bank, Cheyenne, Oklahoma.
"Kindly have each matter referred to Mr. Grim covered by a memorandum setting forth the question involved briefly and furnish a copy thereof to the office. I have requested Mr. Grim to keep a detailed record of all services rendered which should be forwarded to this office once a month, and ,a copy thereof furnished to you."

¶4 Plaintiff further alleged that he was at all times ready and willing to perform his part of the contract but defendant failed and neglected to give him any legal business pertaining to the disputed claims.

¶5 Defendant's answer denied that the "Attorneys Agreement" constituted a contract between plaintiff and it, but was to govern in case he was thereafter employed by defendant, which was never done. Defendant further denied that the letter to Greene was any contract of employment between plaintiff and defendant, but was merely anticipatory of employment in case Greene referred any matters to plaintiff.

¶6 At the trial of the cause, the following resolution of the board of directors of defendant, passed on April 2, 1935, was introduced in evidence:

"The question of the employment of counsel to represent the corporation in the matter of the receivership of the First State Bank of Cheyenne, Oklahoma, was considered, and upon the recommendation of general counsel, Birdzell, Director O'Connor moved the appointment of Mr. Orval Grim under the usual contract for the doing of such special work as may be required by the corporation, the compensation to be fixed subject to the approval of the corporation."

¶7 Plaintiff testified, among other things, to conversations had with Birdzell, defendant's chief counsel, and Francis C. Brown, counsel in charge of the closed bank division of defendant corporation, both before and after said resolution was passed, wherein he was told that there were some disputed claims in the bank, and litigation would probably arise therefrom, the handling of which would be part of his duties and employment, and that his fees would probably run into several hundred dollars a month. He further testified as to certain litigated claims which had arisen in connection with the defendant's guarantee, but that he had not been called in on the cases by defendant, and that he had not received any fees whatever from defendant. Defendant's demurrer to the evidence and request for instructed verdict were both overruled. The jury returned a verdict for plaintiff for $1,500, and judgment was rendered therefor.

¶8 As we view this case, the decisive question is whether the trial court erred...

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