Merchants' Nat. Bank v. Stebbins
| Decision Date | 31 December 1901 |
| Citation | 89 N.W. 674,15 S.D. 280 |
| Parties | MERCHANTS' NAT. BANK v. STEBBINS et al. |
| Court | South Dakota Supreme Court |
Appeal from circuit court, Lawrence county; Joseph B. Moore, Judge.
Action by the Merchants' National Bank against William R Stebbins and others. From a judgment in favor of defendants plaintiff appeals. Reversed.
Martin & Mason, for appellant. Edwin Van Cise, for respondents.
From a judgment rendered upon a former trial in favor of the plaintiff and against the defendants the defendants appealed to this court, and the judgment of the circuit court was reversed, and the case remanded for a new trial. The opinion in that case is reported in 10 S.D. 466, 74 N.W. 199. A new trial was had, resulting in a directed verdict in favor of the defendants at the close of all the evidence, and the present appeal is taken from the judgment and order denying a new trial. The only question presented upon this appeal is, did the court err in directing a verdict in favor of the defendants?
The facts of the case are quite fully stated in the former opinion of this court, but, in order to a full understanding of the questions involved in this appeal, it may be proper to state that the moneys alleged to have been advanced by the bank to Fox, Guild, Bullock, and Stebbins were alleged to have been advanced to them as copartners in various enterprises under the various titles of the Philadelphia Coal Company, the Deadwood & Redwater Railroad & Survey Company, Bullock, Guild & Co., Guild, Bullock & Co., and the Belle Fourche Bridge Company. There were in fact corporations known as the Philadelphia Coal Company and the Deadwood & Redwater Railroad & Survey Company, in which the persons named had a controlling interest of the stock, but the Belle Fourche Bridge Company was not a corporation, and the name was assumed by the alleged copartners in carrying on that enterprise. It would seem from the evidence that certain coal lands had been located by various parties, in the interest of the Philadelphia Coal Company, in Wyoming, near the Dakota state line. It also appears from the evidence that the Deadwood & Redwater Railroad & Survey Company was organized ostensibly for the purpose of transporting coal from the mines to Deadwood by way of a town site located at De Mores, on the Belle Fourche river. During the time the moneys were advanced by the bank for the purpose of carrying on these enterprises, Fox, Guild, and Bullock were officers of these corporations. Stebbins seems to have held stock in one or more of the corporations, but was not an officer in any of them, and was a resident of New York City.
This action was instituted against the four persons named as copartners, upon the theory that, notwithstanding the first three named were officers of the corporations, they procured the moneys from the bank as partners, anticipating a sale of the properties to Eastern parties, from which they might reimburse themselves for the moneys so advanced by them in their partnership names. The contention of the defendant is that the moneys were advanced to Fox, Guild, and Bullock as officers of the corporations mentioned, and not to them as a copartnership, and that the various firm names were used on the books of the bank merely as a matter of convenience, and to give the loans the appearance of being made to copartnerships instead of the corporations, for various reasons not necessary now to mention. The defendant further contends that, even if the moneys were in fact loaned to Fox, Guild, and Bullock under their various assumed partnership names, he was not connected in any manner with either of these copartnerships, and is not, therefore, liable for the moneys so loaned. It will thus be seen that there arose upon the pleadings two questions proper for a jury to determine: (1) Were the moneys in fact loaned to the corporations, or to the individuals as copartners? (2) If not loaned to the corporations as such, but to Fox, Guild, and Bullock, was the defendant Stebbins a copartner with them, and liable for the moneys so loaned?
That the loans and advances were made by the bank for the purpose of carrying on these various enterprises, and that they were used for that purpose, is not controverted by the defendant. Defendant Stebbins contends that upon both of these questions the evidence was insufficient to authorize a verdict against him. The principal witness on the part of the plaintiff bank was Alvin Fox, one of the defendants, against whom a judgment was entered, and who was cashier of the bank during the time the loans were alleged to have been made, and who, as such cashier, personally made the loans. The evidence had been taken at a former trial, and on the two later trials was read from the stenographer's notes, Mr. Fox having died after the first trial. The evidence is very voluminous, and no attempt will be made to set out any portion of it in detail. The evidence, however, tended to prove that Fox, Guild, and Bullock obtained these moneys from the bank, and that Guild and Bullock had each a one-third interest in the enterprise and Fox and Stebbins a one-third interest, Fox acting for himself and Stebbins; but whether the loans were made to these parties as individuals and copartners or as officers of the two corporations named is not entirely clear. The question is therefore properly one for the jury to determine from all the evidence, and it seems to us that the court would not be authorized to say that it was not loaned to them as copartners, or that...
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