Ketcham v. Mississippi Outdoor Displays
| Decision Date | 12 January 1948 |
| Docket Number | 36611. |
| Citation | 203 Miss. 52,33 So.2d 300 |
| Court | Mississippi Supreme Court |
| Parties | KETCHAM v. MISSISSIPPI OUTDOOR DISPLAYS, Inc., et al. |
Alexander, Alexander & Chill, of Jackson, for appellant.
Lotterhos, Travis & Dunn and Wm Harold Cox, all of Jackson, for appellees.
Appellant filed suit in the Chancery Court of Hinds County for discovery and a decree awarding judgment against Mississippi Outdoor Displays, Inc., Ben S. Lowry, and S. V. Crowe stockholders, and President and Vice-President, respectively of the corporate appellee, because of a note executed to appellant by the corporation through appellee Lowry as President thereof, which was also signed and endorsed by the appellant's nephew, William Gowdy. He was dead when suit was filed and so was not a defendant in it.
The final decree reveals the controlling issues involved so far as the Mississippi Outdoor Displays, Inc., is concerned, and we quote: 'Finds that the note in suit was executed by Mississippi Outdoor Displays, Inc., as an accommodation maker without consideration, and in excess of its corporate powers and that no fraud was perpetrated on the complainant to induce her to accept said note, and that the complainant is not entitled to the relief requested * * *.' It was further ordered, adjudged and decreed that the appellant 'do have and recover nothing of and from the defendants Mississippi Outdoor Displays, Inc., Ben S. Lowry, and S. V. Crowe, and the bill of complaint * * * is dismissed with prejudice * * *.'
The purpose of the discovery feature in the original bill was to determine who was liable on the note, and appellant in her brief urges that And appellant furthermore takes the position here, as she did in the trial court, that 'if the corporation is not liable for any reason, short of fraud, which is not asserted, then Ben S. Lowry, President and agent, acting for the corporation in signing the note, must pay the note.'
It is to be noted that a defense of the corporate appellee is that the note is unenforceable as against it because the same is not supported by any consideration, and it cites H. B. Owen Tie Co. v. Bank of Woodland, 136 Miss. 114, 101 So. 292, and Godchaux Sugards, Inc., v. Fink, 188 Miss. 531, 195 So. 318. On this point, the appellant relies on Miller v. Bank of Holly Springs, 131 Miss. 55, 95 So. 129, 31 A.L.R. 698. In that case, there was some consideration, but in the case at bar there was no consideration, so that the Miller case is not in point here.
It is not deemed necessary to detail the mass of conflicting testimony on which the Chancellor based his finding of facts as to the Mississippi Outdoor Displays, Inc. In our opinion such finding was amply supported by the evidence. It is proper to point out, however, that appellee Crowe was only a director in the corporation, did not sign the note, and no liability against him was developed in the case. Since the final decree, furthermore, made no specific finding of facts as to Ben S. Lowry, it is pertinent to state that the evidence sustains the claim that he was President of the Mississippi Outdoor Displays, Inc., at the time the note in suit was signed, and that he signed it by authority, but its purpose and effect was an act of accommodation to a third party, William Gowdy, in his adjustment of his personal indebtedness to appellant, his Aunt. The Chancellor dismissed the bill as to the appellee Ben S. Lowry, whereby he found the above facts to be true, and we think such conclusion was amply supported by sufficient testimony before him.
Our attention has been called to the case of Orgill Bros. v. Perry, 157 Miss. 543, 128 So. 755 756, where the Court said: 'Section 20, Negotiable Instruments Law, section 2774, Hemingway's Code 1927, among other things, provides that: 'Where the instrument contains or the person adds to his signature words indicating that he signs for or on behalf of a principal, or in a representative capacity, he is not liable on the instrument if he was duly authorized.'' In the case at bar, Lowry was duly authorized to execute this note as President of the corporation, which, however lacked the power to bind itself thereby. It was organized for the sole purpose of...
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...Power Co., 146 So.2d 546, 551 (Miss. 1962); Shemper v. Hancock Bank, 40 So.2d 742, 744 (Miss. 1949); Ketcham v. Mississippi Outdoor Display, 33 So.2d 300, 301 (Miss. 1948); see also, MISS. CODE ANN. § 83-21-27 (1972). Bound by Erie, the district courts have accordingly held that an agent of......
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Chipman v. Lollar, EC 6951-S.
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