Kansas City Star Co. v. Standard Warehouse Co.

• Decision Date: 04 February 1907
• Citation: 99 S.W. 765,123 Mo. App. 13
• Parties: KANSAS CITY STAR CO. v. STANDARD WAREHOUSE CO.
• Court: Missouri Court of Appeals

99 S.W. 765

123 Mo. App. 13

KANSAS CITY STAR CO. v. STANDARD WAREHOUSE CO.

Kansas City Court of Appeals. Missouri.

February 4, 1907.

1. CORPORATIONS—LIABILITY ON CONTRACTS ULTRA VIRES.

Where the secretary and manager of a corporation organized to carry on a warehouse business, and to buy and sell real estate necessary to such business, inserted in a newspaper an advertisement of a sale of real estate, purchased by the corporation for merely speculative purposes, and the official force of the corporation, including the president and secretary, attended the place of sale and participated therein, the corporation was liable on the contract for advertising.

2. EVIDENCE—ADMISSIBILITY—CONVERSATION OVER TELEPHONE.

Where, in an action against a corporation to recover a bill for advertising, the issue was whether the corporation had authorized the insertion of the advertisement, it was proper to permit one of plaintiff's staff to testify that he was called up over the telephone by a person asking about the advertisement and speaking of it as one "we are putting in" and that the person gave his name as the name of the corporation's president, and stated that he was the president, although the president was unknown to the witness.

3. JUSTICES OF THE PEACE — EQUITABLE ESTOPPEL.

The principles of equitable estoppel may be invoked in an action before a justice of the peace.

Appeal from Circuit Court, Jackson County; John G. Park, Judge.

Action by the Kansas City Star Company against the Standard Warehouse Company. From a judgment in favor of plaintiff, defendant appeals. Affirmed.

Halbert H. McCluer and Omar E. Robinson, for appellant. Douglas & Watson, Karnes, New & Krauthoff, and John N. Davis, for respondent.

ELLISON, J.

Plaintiff, a newspaper company, instituted this action to recover the amount of a bill for advertising the sale of a lot of real estate in or near a town called "Sugar Creek" in Jackson county, near Kansas City, Mo. The judgment in the trial court was for the plaintiff.

The fact that plaintiff did the advertising is not disputed, nor is the reasonableness of the charge. The only question in the case relates to the authority of the person who actually ordered the advertisement to bind the defendant company. The defendant is a corporation. Its articles of association authorized it to "carry on the hay and grain business, buy and sell hay and grain, carry on a warehouse business, buy and sell real estate necessary to carry on the business." Charles D. Carlisle, Samuel Hardin, O. H. Maxwell, and W. A. Carpenter were the stockholders, though the latter stated he had no interest in the corporation. Carlisle was president, Carpenter was secretary, and Maxwell was vice president and general manager. Maxwell was the person who engaged the plaintiff to do the advertising, and it is his authority to bind the defendant which is questioned.

It may be conceded that defendant's corporate business was not buying and selling real estate for speculative purposes, and it may be conceded that the purchase of the real estate, the sale of which was advertised in plaintiff's paper, was for speculation. But a corporation does not conclusively exculpate itself from liability by a mere showing that the act for which liability is charged, was an act which it was not incorporated to perform. It would, of course, perpetrate a great injustice to allow a private corporation to do business beyond the terms of its articles and receive all the profits therein, and then aid...