Henry Pilcher's Sons, Inc. v. Martin

• Decision Date: 31 July 1931
• Citation: 136 So. 386,102 Fla. 672
• Parties: HENRY PILCHER'S SONS, Inc. v. MARTIN et al.
• Court: Florida Supreme Court

136 So. 386

102 Fla. 672

HENRY PILCHER'S SONS, Inc. v. MARTIN et al.

Florida Supreme Court, Division A.

July 31, 1931

Error to Circuit Court, Pinellas County; John U. Bird, Judge.

Action by Henry Pilcher's Sons, Inc., against R. M. Martin and others. Judgment for defendants, and plaintiff brings error.

Affirmed.

Syllabus by the Court.

SYLLABUS

The law is that an unincorporated church organization cannot be made liable on its contracts. Nor can an officer of such church organization be made liable in his official capacity; but a contract signed by an officer in his official capacity binds him individually and not the church.

Where a suit is on a written instrument alleged to be a promissory note executed 'Board of Stewards of B Church, by A. M Secretary,' and the declaration attempts to fix a liability on each of the members of the board of stewards of such church in his official capacity as an officer of the church, such declaration should be held bad on demurrer. The board of stewards is an unincorporated church organization.

Where the secretary of a board of stewards executed a note 'The Board of Stewards of B Church by A. M. Secretary,' the obligation does not bind the board of stewards in their official capacity on the contract, and there can be no authority vested in the secretary to bind a board of stewards in its official capacity by such execution of the contract. This is a matter of law of which the payee was charged with notice, and therefore the payee took the contract with knowledge imputed that it was executed without legal authority and such payee could not enforce such contract against the secretary.

A note executed 'The Board of Stewards of B Church by A. M Secretary,' does not bind the members of the board of stewards individually because the members of such board have not purported to execute the contract as individuals. Had the members of the board of stewards as individuals signed the note, then they as individuals could have been held liable for its payment.

There is a distinction between the liability of one who signs a note as an official of an unincorporated church organization who by signing such note becomes personally liable for the payment thereof, and the liability of one who signs a note in the name of an official board of such unincorporated church organization, in which latter case the execution binds no one in any capacity.

COUNSEL

Gage & Polhill, of Clearwater, and Hampton, Bull & Crom, of Tampa, for plaintiff in error.

Baskin & Jordan and Jones & White, all of Clearwater, for defendants in error.

OPINION

BUFORD C.J.

In this case a second amended declaration was filed in words and figures as follows:

'Now comes the plaintiff in the above entitled cause, by leave of the court, and files the following second amended declaration and sues R. M. Martin, E. R. Turner, Frank Schwabel, H. B. Astor, Paul Morrison, D. F. Crawford, R. A. Calhoun, Douglas Bailey, W. C. Tucker, Byrd McMullen, R. Barton, A. E. Jackson, R. L. Rogers, E. J. Daniel, W. G. Mizzell, E. W. McMullen, A. G. McQuagge, J. R. Thomas, G. H. Shaw, J. E. Wicker, Harold Abrams, H. H. Constantine, Jr., John Manse, H. H. Baskins, T. J. Watkins, J. P. Clarkson, E. C. Hogan, Z. B. Littlejohn, Luke Martin, A. E. Purvience, J. W. Reed, J. F. Ruff, George D. Tompkins, J. Atkinson, George F. Washburn, H. W. Bivins and E. A. Turner, trading as the Board of Stewards of Clearwater M. E. Church, Clearwater, Florida, an unincorporated religious society, for that:

'On or about the 6th day of June, 1927, R. M. Martin, E. A. Turner, Frank Schwabel, James Atkinson, H. W. Bivens, G. F. Washburn, E. R. Turner, H. Astor, Paul Morrison, D. F. Crawford, R. A. Calhoun, Douglas Bailey, W. C. Tucker, Byrd McMullen, R. Barton, A. E. Jackson, R. L. Rogers, E. J. Daniel, W. G. Mizzell, E. W. McMullen, A. G. McQuagge, J. R. Thomas, G. H. Shaw, J. E. Wicker, Harold Abrams, H. H. Constantine, Jr., H. H. Baskins and T. J. Watkins, trading as the Board of Stewards of Clearwater M. E. Church, Clearwater, Florida, were indebted to the plaintiff in a large sum of money, to-wit: $1782.26, as consideration for the sale of a certain pipe organ placed in said First Methodist Church of Clearwater, Florida, by plaintiff, and by their two promissory notes of that date, each dated June 6th, 1927, promised to pay to the plaintiff on June 6, 1928, by one note in the sum of $883.82 with interest from date, and it was further provided if said notes be placed in the hands of an attorney for collection an additional sum should be paid by the maker for a reasonable attorney's fee; and at said time and place said defendants also delivered to the plaintiff their said second promissory note for $898.38, payable December 6, 1928, to the plaintiff, with interest, from date, and an additional sum for a reasonable attorneys fee, if placed in the hands of an attorney for collection, as will more fully appear by a true copy of said notes hereto attached as a part hereof; that no part of said notes have been paid, either principal or interest, and plaintiff has been compelled to place the same in the hands of an attorney for collection and it agreed to pay a reasonable attorneys fee, in such sum as might be found to be reasonable in this cause; that no part of said sum has been paid and there is now due and owing to the plaintiff by the defendants the said sum of $1782.20 for principal, together with the further sum of $----- interest at the rate of 6% per annum from June 6, 1927, together with a reasonable attorneys fee for plaintiff's attorney; and plaintiff avers that after the execution of the foregoing notes in the year 1929, the following named defendants have been elected by said congregation and succeeded the first above named as the Board of Stewards of Clearwater M. E. Church; G. F. Washburn, E. R. Turner, H. Astor, D. F. Crawford, Byrd McMullen, E. J. Daniel, A. G. McQuagge, J. R. Thomas, H. H. Constantine, John Manse, H. H. Baskin, T. J. Watkins, J. P. Clarkson, E. C. Hogan, Z. B. Littlejohn, E. W. McMullen, Luke Martin, Russell Martin, A. E. Purvience, J. W. Reid, J. F. Ruff, George D. Tompkins, W. C. Tucker, Douglas Bailey, H. B. Astor, J. Atkinson and G. H. Shaw, and have succeeded to and assumed all indebtedness of said former Boards of Stewards, including the above described notes, and have received into their possession with full knowledge of the said debt and are now in possession of, using and enjoying the said organ which was the consideration for the execution of said notes.

'Wherefore, the plaintiff says a right of action has accrued to it to demand and receive from the defendants, and each of them, as aforesaid, the principal, interest and attorney's fees herein set forth; therefore plaintiff brings suit and claims damages in the sum of Three Thousand Dollars ($3000.00).'

The notes sued on were attached to the declaration and made a part thereof and were signed as follows:

'The Board of Stewards, Clearwater

M. E. Church

'By A. G. McQuagge, Sec. to the Board.'

Demurrer was filed to the declaration. Separate demurrers were filed by several defendants. All demurrers were sustained.

The plaintiff refusing to plead further, judgment was entered in favor of the defendants.

First we must consider the question as to whether or not the 'Board of Stewards of Clearwater M. E. Church, Clearwater, Florida, an unincorporated religious society,' may be held...