Georgia Casualty Co. v. Massey

• Decision Date: 18 April 1918
• Docket Number: 6 Div. 743
• Citation: 79 So. 33,201 Ala. 601
• Parties: GEORGIA CASUALTY CO. v. MASSEY.
• Court: Alabama Supreme Court

79 So. 33

201 Ala. 601

GEORGIA CASUALTY CO. v. MASSEY.

6 Div. 743

Supreme Court of Alabama

April 18, 1918

Rehearing Denied May 30, 1918

Appeal from Circuit Court, Jefferson County; John H. Miller, Judge.

Action for rent by Richard W. Massey against the Georgia Casualty Company. From judgment for plaintiff, defendant appeals. Transferred from the Court of Appeals under Act April 18 1911, p. 449, § 6. Affirmed.

Percy Benners & Burr, of Birmingham, for appellant.

Harsh Harsh & Harsh, of Birmingham, for appellee.

MAYFIELD J.

Appellee sued appellant for two monthly installments of rent due for the lease of certain premises in the city of Birmingham. The defendant pleaded the general issue and specially the statute of frauds. To the special pleas the plaintiff filed a general replication, and two special ones, as follows:

"(2) The obligation sued on is for rent growing out of the lease of lands, tenements, or hereditaments, and the defendant was put in possession thereof by the plaintiff, and a part of the purchase money, to wit, a part of the rent provided for by said lease and by said contract, was paid by the defendant.

"(3) The defendant, after knowledge of the said contract sued on, continued in possession of the said premises and paid a part of the rent provided for by said lease and by said contract sued on, and ratified the said contract sued on."

Demurrers were sustained to replication 3, but overruled as to replication 2. The trial on these issues resulted in a judgment for the plaintiff, from which judgment the defendant appeals.

The lease contract was made by one Arrant, who signed and covenanted as "General Agency," and as "President." It appears that Arrant was conducting an insurance business in the city of Birmingham, and representing the appellant insurance company, among other insurance companies. The collecting department of the defendant company did occupy space in the rented premises from its inception, but the defendant claims that this was under a separate contract with Arrant. The plaintiff, on the other hand, contends that the lease was to, and made by, Arrant, for the defendant. The defendant insists and contends that Arrant had no authority to bind it, in leasing the premises, at the date of the lease, while plaintiff claims that he did. On November 1, 1915, the following indorsement was made upon the original lease contract:

"Birmingham, Alabama, Nov. 1, 1915.

"For and in consideration of the possession and occupancy of office room No. 220 N. 21st Street, Birmingham, Alabama, named in the within lease contract, as our Birmingham, Alabama, Branch Office, now therefore for and in consideration of said possession and occupancy of said office room named above, we, the Georgia Casualty Company, a corporation of Macon, Ga., do hereby obligate ourselves to pay the monthly rentals of said premises from the first day of November, 1915, to the expiration of said within lease contract and comply with all the terms of said lease contract.

"Signed as of date first above written. [ Signed] Georgia Casualty Company of Macon, Ga., by A.J. Arrant, Mgr. Birmingham Branch."

A number of the installments of rent were thereafter paid by the defendant company, it having in the meantime established a branch office and business in Birmingham; and Arrant, being its manager for this branch office and business, and having as such signed the indorsement quoted, was served with process in this suit, and on such service defendant appeared and answered.

There was ample evidence without dispute to warrant the finder of the facts to find that Arrant was the defendant's agent for the purpose in hand, and that it was not necessary for him to have special instructions as to executing either the original lease or the indorsement, so as to bind the defendant corporation, notwithstanding the express denial of the agent that he had such authority or had ever been authorized to execute leases or indorse the one in question.

There was also ample evidence to authorize the inference that, even if Arrant had no authority, when he acted, to make such contracts for the defendant, the defendant thereafter ratified the unauthorized act of the agent in this instance, in such sort as to bind itself. It is without dispute that Arrant was, originally when the lease was made and afterwards when it was indorsed as stated, the agent of the defendant for some purposes, and that he was held out to the public and to the plaintiff as such agent. Defendant could not have had offices in Birmingham or carried on a branch business there, except by and through some agent; and it was certainly a jury question that Arrant was its agent for this purpose.

We cannot agree with appellant that there is no evidence in this record to show that Arrant was an alter ego of the defendant corporation, so far as its...