Jacobs v. Williams

Decision Date09 February 1912
CourtConnecticut Supreme Court
PartiesJACOBS v. WILLIAMS et al.

Appeal from Superior Court, Hartford County; William H. Williams Judge.

Action by Arthur I. Jacobs against James S. Williams and others. From a judgment for defendants, plaintiff appeals. No error.

E Henry Hyde and George J. Stoner, for appellant.

William F. Henney and David B. Henney, for appellees.

PRENTICE, J.

This action was begun against the Glastonbury Power Company and the present defendants, who were its president and secretary. Before the return day, it was discontinued as against the corporation. An amended complaint was then filed. It contained two counts. During the trial all right to recover upon the second was formally waived. The first, which thus alone remained for the court's consideration, alleges that on or about November 4, 1907, the plaintiff purchased from a party unnamed 15 shares of the capital stock of said corporation, and paid therefor $1,500, upon the promise and agreement of the defendants that they would purchase said shares from the plaintiff within a year, paying him therefor the sum of $1,500 and a further sum equivalent to 6 per cent. interest thereon from November 4, 1907 provided the plaintiff should elect to sell. Recovery is sought for the breach of this promise and agreement. From the finding, it appears that the agreement thus counted upon has its sole foundation in the following writing:

" Glastonbury, Conn., Nov. 4, 1907.
" Mr. Arthur I. Jacobs, Hartford, Conn.- Dear Sir: Concerning the stock of our company which may be purchased by you, we hereby agree that in case you wish to dispose of the same one year hence we will take said stock off your hands and allow you 6% interest on the money paid by you for the same, or in case you should prefer to loan the money to our company, holding the stock as collateral, we will agree to sell you the stock one year hence on the same terms as now proposed, viz., at $100 per share for the preferred stock, each share of the preferred to carry one share of common as a bonus. Yours very truly, The Glastonbury Power Co. James S. Williams, Prest. Lewis W. Ripley, Secy."

The court finds that the shares in question, at the time the plaintiff became possessed of them, were in the treasury of the corporation; that the transaction alleged in the complaint to have been a purchase of them by the plaintiff was one personally conducted and consummated by and between the secretary of the corporation on the one part and the plaintiff on the other, the result of which was that the shares were transferred from the corporation to the plaintiff; and that this transaction was in the nature of a loan of $1,500 from the plaintiff to the corporation, accompanied by a transfer of the shares as security therefor, and not a sale and purchase, as alleged.

The plaintiff complains of the finding of fact last recited, and asks that it be corrected, so that it shall disclose a sale. Were the character of the transaction in issue, and the finding in this respect, therefore, material, we should be unable to say that the finding of the court was one without any evidence. But the allegation of the complaint that the transaction was a sale is expressly admitted by the answer. The pleadings thus establish the fact for the purposes of the case, and the court was not at liberty to disregard it in the rendition of its judgment. In so far as it may have done so, it went outside of the issues, as it was not permitted to do. Gulliver v. Fowler, 64 Conn. 556, 566, 30 A. 852; Connecticut Hospital for Insane v. Brookfield, 69 Conn. 1, 4, 36 A. 1017.

While the fact that the original transaction must be regarded as a sale, and not a loan, brings it within the purview of the first of the alternative propositions contained in the writing, it does not militate against the correctness of the judgment.

In the first place, the first count is not adequate for a recovery under the conditions thus created. The writing, expressed and signed as it is, is one which obligates the corporation, and not the individuals whose names are attached under their official titles. The signatory officers are, or are not, liable according to the language used, and their intent furnishes the controlling consideration in the determination of their liability. Ogden v. Raymond, 22 Conn. 379, 385, 58 Am.Dec. 429; Hewitt v. Wheeler, 22 Conn. 557, 563. This intention is to be gathered from the language as a matter of legal construction. Tiffany on Agency, 355.

As pertinent to the present writing, where the corporation appears as the primary signer, the almost universally accepted and reasonable rule of construction is that, where the signature is that of the corporation, and the name or names of one or more of its officers in their official capacity are appended as subscribing agents, whether with or without the use of " by" or " per," or similar word expressive of their agency, and, although the pronoun " we" or " I," as the case may be, is used in the body of the writing, the corporation will be regarded as the signer and...

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