"Plaintiff states that it is a corporation, duly organized and existing under the laws of the State of Delaware, and duly authorized and licensed to do and doing business in the State of Missouri; that as such it has capacity to sue and is liable to be sued in the courts of the State of Missouri.
"Plaintiff states that defendant George H. Wagner was, on the _____ day of June, 1932, duly appointed Receiver of all the property and assets of the Farm and Home Savings & Loan Association, a Missouri corporation, in a certain cause entitled State ex rel. George H. Wagner, plaintiff v. Farm and Home Savings & Loan Association, defendant, pending in the Circuit Court of Vernon County, Missouri; that said George H. Wagner is now the duly authorized and acting Receiver of said Farm and Home Savings & Loan Association; that plaintiff, prior to the institution of this action, did first, by order of the said Circuit Court of Vernon County, Missouri, obtain leave to bring this action against the said Receiver.
"Plaintiff further states that defendant Menzies Shoe Company is a corporation duly organized and existing under the laws of the State of Wisconsin and is duly licensed to do and is doing business in the State of Missouri, and as such it has capacity to sue and is liable to be sued in the courts of the State of Missouri. That its principal designated agent in this state is at the City of St. Louis, Missouri.
"Plaintiff, for its cause of action, states that on or about June 6, 1927, it entered into a written agreement with defendant Menzies Shoe Company (copy of which is herewith filed and marked `Exhibit A'), by the terms of which plaintiff agreed to lease and install in the property occupied and owned by defendant Menzies Shoe Company and located at Chillicothe, Missouri, a wet pipe system of approved Grinnell fire extinguisher apparatus as described in certain specifications attached to said contract and made part thereof. It was further provided by the terms of said agreement that materials were to be of standard quality and the work to be done in a thorough and workmanlike manner under the requirements of the Missouri Inspection Bureau and subject to inspection by them, acting as agent for both parties, whose inspection and approval should be conclusive evidence of the proper completion of the equipment. Said agreement further provided that the term of said contract was to be for five (5) years from the due date of the first rental payment in the sum of eight hundred forty-three dollars ($843.00), which is therein specified as October 1, 1927, and the same annual rent of eight hundred forty-three dollars ($843.00) was to be payable in advance for the second, third and fourth years. The rent for the fifth year was specified at four hundred twenty-two dollars ($422.00). The agreement also provided that the system and all materials should remain the
property of plaintiff, and plaintiff was given the right to at any time enter any and all parts of the said premises of defendant Menzies Shoe Company to inspect and examine said system, and plaintiff was further given the right to turn off the water in case any default continued for ten (10) days after written notice of such default was given by plaintiff to defendant Menzies Shoe Company, and/or remove the system in case of any continued default for sixty (60) days after said written notice of such default given by plaintiff to defendant Menzies Shoe Company. Said agreement also provided that the liability of defendant Menzies Shoe Company thereunder should not cease because of any default by the defendant Menzies Shoe Company thereunder or the exercise by plaintiff of any of its rights as a consequence of such default, including the removal of the system from the premises or because of any damage to the system or premises not caused by the fault of the lessor; that unless plaintiff's written consent be first obtained no discontinuance of ownership or occupation of the premises by defendant Menzies Shoe Company should effect or terminate defendant Menzies Shoe Company's liability to pay rent thereunder. The agreement further provided that at the expiration of the five (5) year period the lease should automatically be renewed for additional yearly periods at four hundred twenty-two dollars ($422.00) per annum. By a letter of the same date as said agreement, to wit, June 6, 1927, plaintiff agreed to transfer title to said automatic sprinkler system to defendant Menzies Shoe Company, its successors and assigns, provided that within thirty (30) days following any rental payment after that of October 1, 1931, all previous rentals having been paid, defendant Menzies Shoe Company would pay to plaintiff the additional sum of four hundred twenty-one dollars ($421.00). A copy of said letter is herewith filed and marked `Exhibit B.'
"Plaintiff further states that a copy of said agreement was duly filed at 8 a. m. on July 7, 1927, with the Recorder of Deeds of Livingston County, Missouri, the county where the said plant formerly owned by defendant Menzies Shoe Company is located, and has been ever since and now is on file with the said Recorder of Deeds.
"Plaintiff further states that in conformity with said agreement it did install the said automatic sprinkler system, which was duly inspected and approved by said Missouri Inspection Bureau.
"Plaintiff further states that defendant Menzies Shoe Company did pay the rent or installments provided for under said contract for the years 1927 and 1928, and paid the sum of fifty-five dollars ($55.00) on account of the rent or installment due October 1st, 1929, but has failed and refused and still fails and refuses, though often thereto requested, to pay the balance of two thousand four hundred seventy-two dollars ($2,472.00) now due under said contract to plaintiff. That on May 19th, 1930, plaintiff notified defendant Menzies Shoe Company in writing of its said default under said agreement, but plaintiff states that defendant has failed and refused to make good, and still fails and refuses to make good, the said default.
"Plaintiff further states that on March 20th, 1925, the Wabash Storage Co., which at that time owned the property on which the manufacturing plant is located, executed, for value received, a promissory note in the sum of twenty thousand dollars ($20,000.00) in favor of defendant Farm and Home Savings & Loan Association, and to secure the payment thereof did also execute a deed of trust on said date covering the said property on which the said manufacturing plant is located in favor of said defendant Farm and Home Savings & Loan Association, wherein one Lee B. Ewing of Nevada, Missouri, was named as trustee; that subsequently thereto and on November 4th, 1926, defendant Menzies Shoe Company acquired by purchase the property covered by said deed of trust and subject thereto. That default having occurred under said deed of trust, the said trustee in said deed of trust, by virtue of the powers, therein granted, did undertake on the 18th day of December, 1931, to foreclose and sell to the highest bidder the said property covered by said deed of trust for the purpose of satisfying the said indebtedness to the said Farm and Home Savings & Loan Association as evidenced by said note; that defendant Farm and Home Savings & Loan Association was the highest bidder at said sale and bought in said property, and received a trustee's deed for same from the said Lee B. Ewing.
"Plaintiff further states that in pursuance to said foreclosure and trustee's deed the said Farm and Home Savings & Loan Association did forthwith enter into possession of said property and also of said automatic sprinkler system, the right of possession to which as security for said indebtedness owing to plaintiff remained in and belonged to and still remains in and belongs to plaintiff; that by virtue
of his appointment as Receiver of all of the...
