Jack v. National Bank of Wichita
| Decision Date | 06 September 1906 |
| Citation | 89 P. 219,17 Okla. 430,1906 OK 85 |
| Parties | JACK v. NATIONAL BANK OF WICHITA. |
| Court | Oklahoma Supreme Court |
Rehearing Denied Jan. 9, 1907.
Syllabus by the Court.
The authority of an officer or agent of a corporation need not necessarily be express, but it may be implied from the circumstances. Hence a corporation is liable for the acts of a person, within the apparent scope of his authority, by holding him out to the public as its officer, or agent, or by permitting him to act as such, and under such circumstances the corporation becomes estopped to deny his authority.
[Ed Note.-For cases in point, see Cent. Dig. vol. 12 Corporations, §§ 1602-1610.]
Municipal warrants or obligations possess none of the attributes or qualities of commercial paper, and the holder of such warrants or obligations, even when payable to bearer or order, stands in the shoes of the payee.
[Ed Note.-For cases in point, see Cent. Dig. vol. 36, Municipal Corporations,§ 1887.]
The assignee of a mere claim or of a chose in action stands in the shoes of the original payee, and his rights are subject to the same legal and equitable defenses as in the hands of the original payee.
[Ed Note.-For cases in point, see Cent. Dig. vol. 4, Assignments, §§ 177-182.]
Where two assignments of a chose in action, for a valuable consideration, are made to different persons, the assignee who first gives notice of his claim to the debtor has the prior right, although the assignment to him is made subsequent to the time of the assignment to the other assignee.
[Ed. Note.-For cases in point, see Cent. Dig. vol. 4, Assignments, §§ 177-182.]
Error from District Court, Garfield County; before Justice James K. Beauchamp.
Action by J. P. Jack against J. F. Danely, county clerk, and others. The National Bank of Wichita, by leave of court, intervened. Judgment for the bank, and plaintiff brings error. Reversed and remanded.
Robberts & Curran, for plaintiff in error.
C. H. Parker, for defendant in error.
There is very little, if any, dispute concerning the material facts in this case. On December 12, 1903, the Southwestern Bridge & Iron Company filed in the office of the county clerk of Garfield County its account against said county in the sum of $1,455. On April 12, 1904, H. H. Watkins, a stockholder and director of the Southwestern Bridge & Iron Company, representing himself to be the treasurer of said corporation, sold and assigned said account to plaintiff in error, J. P. Jack; the said assignment being made upon the back of the original claim on file in the office of the county clerk. On January 15, 1904, the Southwestern Bridge & Iron Company, through its president, sold and assigned said claim to the National Bank of Wichita, Kan.; but neither Jack nor the board of county commissioners had any notice of such assignment until some time in the early part of July, 1904. On July 26, 1904, said account was audited and allowed, and a warrant was drawn payable to the Southwestern Bridge & Iron Company. Demand was made by Jack upon the county clerk and the board of county commissioners for said warrant, which was refused, and Jack then commenced this action against J. F. Danely, county clerk, the board of county commissioners of Garfield county, and the Southwestern Bridge & Iron Company, to recover possession of the same. The county clerk and the board of county commissioners answered, disclaiming any interest in said warrant, and brought it into court, to be delivered to the true owner, as might be determined by judgment of the court. The National Bank of Wichita, by leave of court, intervened, setting up its claim to said warrant. The cause was tried to the court, without a jury, and judgment was entered for the bank for possession of the warrant, and for costs of the action, and the plaintiff in error prosecutes this appeal from said judgment.
One of the principal questions involved is whether or not a corporation can permit a person to hold himself out as its officer or agent, in a certain course of dealings, receive the benefit of the transactions had with him, and then afterwards deny his authority; and whether persons dealing in good faith with the officers and agents of a corporation may rely upon the exercise of their apparent powers. It appears from the evidence that Watkins was not, in fact, treasurer of the bridge company, and had no express authority to make the assignment; but, representing himself to be the treasurer of the company he had filed in the office of the county clerk other accounts of the company against the county, which accounts had been audited and allowed, and some of which had been sold and assigned to Jack, the plaintiff in error, and others to other persons; the company receiving the benefit of the proceeds of all of these transactions, and never at any time denying the authority of Watkins. And that, relying upon the transactions he had theretofore had with Watkins as treasurer of the company, Jack purchased from him the assignment of the claim in controversy in this case, and the proceeds were placed to the credit of the bridge company in the Citizens' Bank of Enid, in which the company had an account at that time. It is clear from the evidence that Watkins held himself out as treasurer of the company, and assumed to act as such, and that the company recognized his acts, and acquiesced in them. Moreover, Bradford, the president of the bridge company, in his letters to the plaintiff, does...
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