Interior Woodwork Co. v. Prasser

• Decision Date: 08 January 1901
• Parties: INTERIOR WOODWORK CO. v. PRASSER ET AL.
• Court: Wisconsin Supreme Court

108 Wis. 557

84 N.W. 833

INTERIOR WOODWORK CO.

v.PRASSER ET AL.

Supreme Court of Wisconsin.

Jan. 8, 1901.

Appeal from circuit court, Milwaukee county; Eugene S. Elliott, Judge.

Action by the Interior Woodwork Company against Amalia Salamia Prasser, impleaded with the M. Hilty Lumber Company. From that part of the judgment refusing the Hilty Lumber Company a mechanic's lien on the property in controversy and allowing Mrs. Prasser her costs, the M. Hilty Lumber Company appeals. Affirmed.

This action was commenced against F. Soltman, as contractor, and Amalia S. Prasser and her husband, to foreclose a mechanic's lien against premises owned by Mrs. Prasser. The M. Hilty Lumber Company also claimed a lien as a subcontractor, and was subsequently brought in as a defendant. To its claim Mrs. Prasser made answer, setting up that she made a written contract with the defendant Soltman to furnish material for, and to do the necessary work and labor in the erection of, the building upon which the lien was claimed. At the same time said defendant, with one Rohde and the said M. Hilty Lumber Company, executed to her a written guaranty that Soltman would faithfully perform his contract, and that said guarantors would indemnify and save the owner harmless from all judgments, mechanics' liens, costs, and expenses by reason of said contract; and claimed that by reason thereof said Hilty Lumber Company ought not to be allowed to enforce its said lien. The controversy before us is whether said lien can be enforced or not. The court made findings in favor of Mrs. Prasser, and denied the enforcement of such lien. The Hilty Lumber Company appeals from this portion of the judgment which denies its lien and gave Mrs. Prasser a judgment for costs.S. R. Simon (Nath. Pereles & Sons, of counsel), for appellant.

Julius Roehr, for respondent.

BARDEEN, J. (after stating the facts).

In order to fully understand the matter for decision, a brief statement of the facts and claims of the parties seems necessary. Mrs. Prasser was the owner of the property upon which a lien is claimed. On January 25, 1899, her husband, for her, made a written contract with the defendant Soltman to erect a building thereon. One O. C. Uehling was the architect, and represented the owners in securing the contract. At the time the contract was made, Soltman presented to the architect a guaranty under seal, attached to it, signed by John Rohde and the M. Hilty Lumber Company, per H. Stange, manager, to the effect that they guarantied the faithful performance of the contract by Soltman, and would indemnify and save the other party harmless from judgments, mechanics' liens, etc., against said premises. Soltman entered into the performance of said contract, and purchased from the Hilty Lumber Company building materials and lumber which were used in the erection of said building of the value of $1,448.91, of which amount $554.11 was still unpaid at the time of the trial. It is for this amount the appellant claims a lien. Upon the trial the Hilty Lumber Company claimed that said contract was ultra vires, and that Stange was not an officer or member of the company, and had no authority to sign such guaranty. To sustain the claim that the guaranty was ultra vires, the appellant introduced testimony showing that its business was the “carrying on of a whosesale lumber business, and all business incidental thereto,” and the manufacturing and sale of all kinds of lumber and building material. It also put its articles or incorporation in evidence, which provided that all contracts, etc., should be signed by the president and secretary, and that it was not lawful for any other person or officer to sign such documents. As regards the question of whether the contract was beyond the power of the corporation to make, we find no especial difficulty. As said in Farwell Co. v. Wolf, 96 Wis. 10, 70 N. W. 290, 71 N. W. 109: “A corporation has only such powers as its organic act, charter, or articles of organization confer. This is elementary, but it includes such powers as are reasonably necessary to effect all the general purposes of the corporate...