In re West St. Louis Trust Co. of St. Louis
| Decision Date | 04 January 1941 |
| Docket Number | 37049 |
| Parties | In re West St. Louis Trust Company, in liquidation, R. W. Holt, as Commissioner of Finance of the State, in charge of the property and affairs of West St. Louis Trust Company, v. Louis Van Berg, Appellant |
| Court | Missouri Supreme Court |
Appeal from Circuit Court of City of St. Louis; Hon. Harry F Russell, Judge.
Affirmed.
Harry Gershenson for appellant.
(1) The approval of the sale by the court is as valid and effectual for all purposes as though the same had been executed by the officers of the West St. Louis Trust Company by authority of its board of directors. R. S. 1929, sec. 5332; In re Savings Trust Co. v. Skain, 131 S.W.2d 566. (2) The approval of said contract of sale of said real estate vests in the purchaser an equitable interest in the land, which clothes him with the right to the legal title upon the payment of the balance of the purchase price. Hardavul v Merchants, etc., Savs. Bank, 204 Ala. 188, 86 So. 52; Levine v. Humphreys, 297 Mo. 555, 249 S.W. 395; Manning v. North British, etc., Ins. Co., 123 Mo.App. 456, 99 S.W. 1095; Standard Oil Co. v. Dye, 223 Mo.App. 926, 20 S.W.2d 946. (3) The Commissioner of Finance is a statutory receiver, and is under the supervision of the circuit court and subject to the rules applying to receivers in general. Kirrane v. Boone, 66 S.W.2d 861; State ex rel. v. Sevier, 88 S.W.2d 157. (4) The contract of sale made by the Commissioner of Finance by authority and direction of the court, and approved by it, is in reality the contract of the court, and cannot be annulled or revoked by the court, except upon the same conditions as are applicable to the breach of an engagement by a private individual. It cannot be annulled at the mere pleasure of the court. After contracting with the commissioner under authority of the court, Louis Van Berg became a party to the liquidation proceedings in respect of the court's future dealings with him and his rights under the contract. 53 C J., p. 157, sec. 196; Farmers Loan & Trust Co. v. Eaton, 114 F. 14; American Bonding & Trust Co. v. B. & O. S.W. Ry. Co., 124 F. 866; McAnally v. Glidden, 65 N.E. 291; Mudge v. Hughes, 212 S.W. 819; Moren v. Ohio Valley Fire & Marine Ins. Co., 6 S.W.2d 1091; 23 R. C. L., sec. 82, p. 76; Farmers Loan & Trust Co. v. Burlington, 32 F. 805; State ex rel. v. Bank, 147 Kan. 170; Clark on Receivers, p. 521, sec. 394. (5) While the court has general jurisdiction and control of its judgments during the term at which rendered, its action in setting aside any such judgments or decrees is subject to review on appeal; it cannot act arbitrarily; they cannot be vacated, even during the term, except upon some legal ground justifying such course, and whether such legal ground exists is a matter of review by the appellate court. Nelson v. Ghiselin, 17 Mo.App. 663; Carr v. Dawes, 46 Mo.App. 351; Piepmeier v. Camren, 41 S.W.2d 902.
Igoe, Carroll, Keefe & McAfee and V. A. Wallace for respondent.
(1) There was no contract of sale entered into in this case, and the undisputed testimony shows that respondent expressly notified appellant that he had no authority to sell the property. (2) The transaction between respondent and Louis Van Berg is within the Statute of Frauds, as there was no written contract sufficient to satisfy the requirements of Section 2967, Revised Statutes 1929. (a) The description of the property in the notation on the check given by Van Berg to respondent does not name the city, county or State in which the property is located and is thus an insufficient identification. (b) The notation, although stating the consideration, does not name the terms upon which the transaction was made. R. S. 1929, sec. 2967; Shy v. Lewis, 321 Mo. 688, 12 S.W.2d 719; Koob v. Ousley, 240 S.W. 102; Tracy v. Aldrich, 236 S.W. 347; Fox v. Courtney, 111 Mo. 147, 20 S.W. 20; Ringer v. Holtzclaw, 112 Mo. 519, 20 S.W. 800; Jose v. Aufderheide, 222 Mo.App. 524, 293 S.W. 476; Schultz v. Hunter, 118 Mo.App. 520, 174 S.W. 179; Mason v. Small, 130 Mo.App. 249, 109 S.W. 822; Johnson v. Fecht, 94 Mo.App. 605, 68 S.W. 615; McKeag v. Piednor, 74 Mo.App. 593; Weil v. Willard, 55 Mo.App. 376; Schroeder v. Taaffe, 11 Mo.App. 267. (c) Neither the petition for nor the order granting authority to sell to appellant can be considered in determining the sufficiency of the notation on the check since they are neither physically attached to the check nor sufficiently referred to therein. Schroeder v. Taaffe, 11 Mo.App. 267; Cleveland v. Tupper, 243 Mass. 163, 137 N.E. 172. (3) The fact that earnest money was deposited by appellant with respondent is not a sufficient part performance to take the transaction out of the Statute of Frauds. Jones v. Jones, 333 Mo. 478, 63 S.W.2d 146; Buxton v. Huff, 254 S.W. 79; Swearengin v. Stafford, 188 S.W. 97; Dennis v. Woolsey, 219 Mo.App. 567, 272 S.W. 1014. (4) There being no written contract as required by the Statute of Frauds, and respondent having notified appellant that he had no authority to sell the property, there was no sale to Van Berg, and the court had power to withdraw the authority, granted to respondent, to sell to him. In re Savings Trust Co. v. Skain, 131 S.W.2d 566; People ex rel. Nelson v. Ridgeway State Bank, 287 Ill.App. 112, 4 N.E.2d 647; State ex rel. Sorrenson v. Denton, 126 Neb. 486, 253 N.W. 670; State v. Amer. State Bank, 122 Neb. 42, 239 N.W. 214; 9 C. J. S., p. 983, sec. 516. (a) The petition of Louis Van Berg for an order requiring the Commissioner of Finance to deliver a deed, does not allege that the land in controversy was sold to him. (5) Assuming, but not conceding, that there was a contract between respondent and Van Berg, and that there was a note or memorandum thereof, as required by the Statute of Frauds, the circumstances here involved were such as to warrant the court's setting aside the order authorizing the sale to appellant. (a) The order authorizing the sale to Van Berg was set aside only after notice to appellant and a full hearing. (b) The Commissioner of Finance holds the assets in his possession as a trustee for the depositors and other creditors of the trust company, and it is his duty to administer the assets in such manner as to obtain the maximum benefits for such depositors and creditors. R. S. 1929, sec. 5316, 5330; Dennis v. Grand River Drain. Dist., 74 S.W.2d 58; United States Bank v. Pritchard, 20 S.W.2d 939; 9 C. J. S., pp. 858-859, sec. 432; 7 C. J., p. 735, sec. 702. (c) While there is no suggestion of fraud here, the disadvantage which would result to depositors and creditors through the inadequacy of the price proposed to be paid by appellant, developed by subsequently discovered facts, authorized the court to rescind and set aside the authority granted respondent to sell to Van Berg. Mangold v. Bacon, 237 Mo. 496, 141 S.W. 650; 35 C. J., pp. 103-104, secs. 164, 165.
Dalton, C. Hyde and Bradley, CC., concur.
This action involves title to three vacant lots in St. Louis County. The circuit court entered an order authorizing respondent, Commissioner of Finance of the State of Missouri in charge of the property and affairs of the West St. Louis Trust Company, in liquidation, to sell said lots to appellant for $ 1400. Prior to the delivery of a deed to appellant, or other action under said order, the respondent received an offer of $ 2500 for said lots from third parties. Respondent thereupon presented an application to the circuit court to rescind its prior order authorizing sale to appellant and asked for an order authorizing the sale of the lots to said third parties for $ 2500. Appellant, at the same time, presented to the circuit court an application for an order of court requiring respondent to deliver a deed to him under the first order. A hearing was held upon the two applications and an order was entered rescinding the first order and authorizing respondent to sell the property to the third parties for $ 2500. All orders were entered at the same term of the circuit court. Appellant claims a vested right and interest in the described real estate by reason of the first order of the court and insists that the rescission of this order is "unfair, improper and illegal," and an unlawful interference with an alleged sale of the real estate to appellant. Appellant has taken all necessary steps to present the matter on appeal.
The real estate in question, unimproved property in Melrose Park, was a part of the assets of the West St. Louis Trust Company and had been in possession of respondent and prior liquidators since 1933. Respondent, through a special deputy, advertised the property and received an offer of $ 1400 from appellant. This sum was considered "a reasonable offer, though not a good offer." The special deputy advised appellant that he had no authority to sell the property but would consider the offer and submit it to the circuit court. Thereupon, appellant delivered to respondent's special deputy his personal check, dated September 14, 1939, for $ 100, drawn upon the State Bank and Trust Company of Wellston and payable to the order of West St. Louis Trust Company. Upon this check was the following notation: On September 22, 1939, this check was endorsed in the name of respondent by his special deputy "in charge of West St. Louis Trust Company" and the check cashed.
On September 21, 1939, respondent, acting through his said special deputy, filed a duly verified petition in the circuit court for an order authorizing the sale of said real estate to appellant. The petition particularly described the real estate and among other things recited: "Your petitioner has an offer from Louis Van Berg...
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