Little Rock Furniture Manufacturing Company v. Kavanaugh

• Decision Date: 23 February 1914
• Parties: LITTLE ROCK FURNITURE MANUFACTURING COMPANY v. KAVANAUGH
• Court: Arkansas Supreme Court

164 S.W. 289

111 Ark. 575

LITTLE ROCK FURNITURE MANUFACTURING COMPANY v. KAVANAUGH

Supreme Court of Arkansas

February 23, 1914

Appeal from Pulaski Circuit Court, Third Division; G. W. Hendricks Judge; affirmed.

STATEMENT BY THE COURT.

Appellants were plaintiffs below, and alleged in their complaint substantially, the following facts. The plaintiffs are corporations, organized under the laws of the State of Arkansas, and are engaged in the manufacture and sale of furniture. At a mass meeting of the citizens of Little Rock held in the summer of 1910, to arrange plans for entertaining the Confederate Reunion in May, 1911, the defendants were selected as an executive committee, with W. M. Kavanaugh as chairman, to control the arrangements to be made for said reunion. That said mass meeting was a mere voluntary association, not incorporated, and had no legal existence and could make no contracts. That such defendants, as such executive committee, assumed and exercised full control of the affairs of said Confederate Reunion; made all contracts controlled the collection of the subscriptions and the expenditures of funds, and the making of payments of the obligations incurred in connection with the said reunion. That said defendants, as such executive committee, acted through subcommittees appointed to attend to different departments of the work of caring for the reunion, one of which committees was the Eating and Lodging Committee. That in caring for the visitors, cots and mattresses were necessary, and were used for the reunion.

That on February 23, 1911, the plaintiffs entered into the following contract with the defendants, for the furnishing of cots and mattresses, towit:

"Eating and Lodging Committee, Confederate Reunion, Little Rock, Ark.

"Gentlemen: We hereby jointly agree to furnish, as per samples shown, woven wire top cots, mattresses and pillows for use during the Confederate Reunion in Little Rock, at a rental of one dollar and sixty cents ($ 1.60) for each complete outfit. Mattresses to be made of felted linters covered with ticking and tufted sufficiently to hold them in shape, and to weigh ten pounds. Size, 2'6"x6'0". Pillows made of felted linters, covered with ticking, and to weigh three pounds.

"Complete outfits in lots of 5,000, 10,000, 15,000, or any number designated by committee will be furnished at above price on the following conditions:

"Contract for first 10,000 to be placed not later than January 15, 1911. Contract for first additional 5,000, or less, to be placed not later than February 15, 1911, and order for all over 15,000 to be placed not later than March 15, 1911.

"Rents for the above outfits are to be paid as follows:

"One-third cash at the time contract is signed and orders placed; one-third when outfits are delivered to places designated, and the balance the day following the close of the reunion, an ample guarantee to be given by the committee that all payments will be made according to above conditions.

"It is also understood that the committee will reimburse us for all lost or damaged cots, mattresses, or pillows as follows:

"One dollar ($ 1.00) for each cot; one dollar and thirty cents ($ 1.30) for each mattress, and thirty cents for each pillow.

"We further agree to submit any damages that may occur to a board of arbitrators, composed of one person selected by ourselves, one by you and the third by the two. We also agree to furnish a bond of $ 10,000 to guarantee that we will carry out this contract.

"Jones House Furnishing Company,

"By Claudius Jones, President,

"Little Rock Furniture Manufacturing Company,

"By Thomas B. Jacobs, Secretary.

(Endorsed):

"Accepted.

"Executive Committee Confederate Reunion,

"By W. M. Kavanaugh, Chairman.

Attest: "Geo. R. Brown, Secretary."

That plaintiffs complied with said contract, upon their part, and furnished the supplies contemplated by the contract to the amount of $ 17,060.37, and have been paid upon said indebtedness the sum of $ 13,802.90, leaving due and unpaid to plaintiffs the sum of $ 3,257.47. That in furnishing said cots and outfits, the plaintiffs relied upon the personal liability of the defendants and extended credit to them.

Appellees filed a general demurrer to the complaint, and, also, a motion to make other parties defendants, and to transfer to chancery.

The answer contained a general denial of all the material allegations of the complaint, and alleged that the executive committee was but a subcommittee of a general committee, composed of persons who actively participated in all plans and arrangements pertaining to said reunion, and that there were altogether forty sub-committees each having certain authority and responsibility delegated by the general committee.

That plaintiffs, as merchants in the city of Little Rock, were interested in said reunion, and were active in the promotion thereof, and were part of a small number largely profited thereby. That plaintiffs understood that they must depend upon public subscriptions to raise funds necessary to pay off any demands accruing by reason of any materials furnished or services rendered, to said general committee, or to the city of Little Rock, for said reunion, and that said supplies were furnished with the understanding that they would be paid for, if a sufficient fund was raised by public subscription, and each of said plaintiffs did receive their proper pro rata of all sums so raised. That each of the plaintiffs subscribed to the fund, out of which claims of the nature of plaintiffs' were to be paid, that is to say, the Little Rock Furniture Manufacturing Company subscribed the sum of $ 200, and the said Jones House Furnishing Company subscribed the sum of $ 100; but they have failed to pay their subscriptions.

It was further alleged that on May 5, 1911, the Confederate Veterans' Reunion Association was incorporated under the laws of the State of Arkansas relating to corporations for benevolent purposes, fair associations, et cetera, the general purpose of which was to arrange and prepare to take care of, and entertain, the Confederate Veterans who might visit the reunion in Little Rock, in May, 1911, and to apply to that purpose all funds and things of value collected by that association, and to do and perform all other acts necessary to carry out the reunion plans. And it was provided that no member of said association should ever be liable, for any indebtedness of said association, nor upon any obligation or contract of said association. That this association handled and disbursed all funds raised on account of said reunion, and plaintiffs received from it their proper pro rata share of all its funds.

There appears to be no serious conflict in the evidence. Appellants testified they knew nothing of the incorporation of the Confederate Veterans Reunion Association, and furnished the supplies sued for under their contract herein above set out, and it appears this contract was made before the incorporation of this association, and its existence is therefore of no importance. Appellants say they furnished the supplies on the faith of the credit of the executive committee; but there is no evidence that this committee was so advised, until after the reunion had been held, and the supplies furnished.

It will be observed that the proposition submitted by appellants was a joint one, and the account was kept upon the books of the Little Rock Furniture Manufacturing Company; and it will also be observed that the proposition was addressed to the Eating and Lodging Committee, and it was accepted by that committee, although it was endorsed as accepted by the chairman and secretary of the executive committee.

Wide publicity was given to the reunion, and a very large number of people were concerned in its promotion. A committee solicited funds from the business concerns, and also from the citizens of Little Rock, and a number of other towns of the State raised public subscriptions, and these operations extended over the period of time covered by appellants' contract. Appellants knew the money to defray the expenses of the reunion was being thus raised by popular subscriptions, and each of them had subscribed for that purpose, and one of them made a second subscription to this fund, and the manager of the appellant Jones House Furnishing Company was the chairman of the subcommittee, having the duty of securing the necessary halls. Appellants' proposition called for "an ample guarantee to be given by the committee that all payments will be made according to the above conditions;" but this demand was not insisted upon, although the manager of one of the corporations testified he asked the executive committee for a guaranty, but this request was never complied with. The Confederate Veterans' Reunion Association disbursed all its funds, and there was found to be quite a deficit, but it was supposed that $ 12,000 would extinguish this deficit, and the quorum court of Pulaski County made an appropriation of that amount for that purpose; but it was found that this appropriation paid only .825 per cent of the balance due the various claimants, and the appropriation was pro rated on that basis. Appellants sued for the balance due them and upon a trial before a jury a verdict was returned in favor of defendants. A number of questions were raised at the trial, and are discussed in the briefs which we find it unnecessary to discuss in this opinion, because of our view of the law applicable to the facts of this case.

Judgment affirmed.

Dan W. Jones and E. L. McHaney, for appellants.

There is no question that the appellees at the time of making the contract were members of a voluntary association, and acted within the scope of their authority in...