Riverview Land Co v. Dance

• Decision Date: 29 March 1900
• Citation: 98 Va. 239,35 S.E. 720
• Parties: RIVERVIEW LAND CO. v. DANCE et al.
• Court: Virginia Supreme Court

35 S.E. 720

98 Va. 239

RIVERVIEW LAND CO.

v.DANCE et al.

Supreme Court of Appeals of Virginia.

March 29, 1900.

PRINCIPAL AND AGENT—INSTRUCTIONS—CONTINUING AGENCY — STATUTE OF LIMITATIONS—VERDICT—APPEAL—EVIDENCE.

1. In an action by a real-estate firm, intrusted with the management and sale of defendant's property, for money spent in erecting buildings thereon, where the managing partner of the firm testified that it was expressly authorized to erect the buildings, and that the minute book of defendant's proceedings, which was lost, contained resolutions authorizing such buildings, and it was also in evidence that defendant made deeds in which the cost of the buildings was included in the consideration for the conveyance, a verdict of the jury for plaintiff is conclusive, on appeal, as to plaintiff's authority to erect the buildings.

2. An instruction that the creation of an agency carries with it the power to do all those things which are necessary, proper, and usual to be done in order to effectuate the purpose of the agency, and embraces all the "approximate" means necessary to accomplish the desired ends, is not erroneous, because of the use of the word "approximate" instead of "appropriate."

3. An instruction that, where there is a continuing agency in which the agent advances money for the use of the principal, the statute of limitations does not begin to run from the date of such advances, but only from the termination of the agency, is erroneous, when not accompanied with a qualification that, if the agent had the right to demand payment for the advances during the continuance of the agency, the statute commenced to run at the time the right accrued to make such demand.

4. Where notes indorsed by the president of a company were introduced to prove that the company had notice of the payment of the amount thereof, and of the purpose for which such payments were made, evidence as to an agreement by the president of the company limiting its liability on the notes by reason of the indorsement was inadmissible, since it tended to vary the legal effect of the written indorsement, and could not affect the evidential value of the notes for the purpose for which they were introduced.

Error to corporation court of Danville.

Action by Dance & Co. against the River-view Land Company. Prom a judgment for plaintiffs, defendant brings error. Reversed.

Peatross & Harris, for plaintiff in error.

Green & Miller, for defendants in error.

RIELY, J. About May, 1889, H. W. Cole and certain other persons associated withhim purchased for speculation an unimproved parcel of land in the suburbs of the city of Danville, Va., and caused it to be divided and laid off into lots and streets, for the purpose of selling the same. A map thereof, as thus laid off, was made, the lots numbered and priced, and the property placed by the owners in the hands of W. J. Dance & Co., real-estate agents, to be managed and disposed of by them. In April, 1890, the said Cole and his associates obtained a charter incorporating them as the Riverview Land Company, and put the said real estate into the company as its capital.

W. J. Dance & Co., as the agents of the purchasers, were authorized by them to pay the expense of laying off the land into lots and streets, and of grading the streets, the cost of making a map of the land as thus laid off, and also the taxes on the property as they accrued. Upon the incorporation of the company, the property was continued in the hands of the said agents, with the same authority as to management and sale.

To promote the sale of lots, the agents caused several houses to be erected thereon, and the cost and expense incurred in their erection is the foundation of this controversy. The company denies that the agents were authorize to incur this expense.

As to the extent of the authority of the agents, the evidence is in conflict. While the defendant company denies that the agents possessed such authority, and the testimony introduced in its behalf is to that effect, Dance, the managing partner of the firm of W. J. Dance & Co., and who, upon the incorporation of the company, became its secretary and treasurer, is positive in his testimony that his firm was expressly authorized by the owners of the property to erect the said buildings. He further testified that he was fully satisfied, if the minute book containing the proceedings of the company, which was lost, could be found, that it would show the regular proceedings of the board of directors of the company, and the resolutions authorizing the construction of the houses, and the borrowing of the money to reimburse the agents for the moneys advanced by them in the erection of the houses and for other purposes. It also appears in evidence that the company made deeds, which were duly executed by the said Cole, as its president, to the purchasers of several of the lots upon which improvements were made by the agents, and that in the deeds the improvements, as well as the land, were expressly mentioned and conveyed, and their cost, added to the list price of the lots, included in the amount expressed as the consideration for the conveyances.

Considering the evidence upon the writ of error, in accordance with the principles we are required to apply to it, the verdict of the Jury being for the plaintiff, it must be held that the agents possessed the...