Simpson & Harper v. Harris & Scrandrett

• Decision Date: 29 November 1911
• Parties: SIMPSON & HARPER v. HARRIS & SCRANDRETT.
• Court: Alabama Supreme Court

56 So. 968

174 Ala. 430

SIMPSON & HARPER v. HARRIS & SCRANDRETT.

Supreme Court of Alabama

November 29, 1911

Appeal from Chancery Court, Geneva County; L. D. Gardner Chancellor.

Suit by Simpson & Harper against Harris & Scrandrett for an injunction to restrain the cutting of timber on certain lands. From a decree for defendants, complainants appeal. Affirmed.

The averments of the bill are sufficiently shown by the opinion. The contract referred to was between Simpson & Harper and Harris & Scrandrett, to cut their entire tract of timber at and near Chancellor, Ala., the same to be cut into such bills of lumber, boards, or decking as seems fit to Harris &amp Scrandrett, with agreement by Harris & Scrandrett that all boards and decking cut from this timber shall be shipped to Simpson & Harper; such other material as is cut to be shipped to any customer that Harris & Scrandrett may have, but Simpson & Harper not to be responsible for the payment for such lumber. All timber on this tract to be cut at mill known as Waddell mill, and at no other, unless agreed to later by all the parties. A careful tally of all lumber cut from this tract or tracts of timber to be carefully checked by a joint checker furnished by the parties hereto--such checker and checking boards and decking shipped to Samson to check scant or short lumber into what it will make in planing mill stock. Simpson & Harper to pay Harris & Scrandrett $7 on boards and $7.50 on decking per 1,000 feet board measure, f. o. b. cars Chancellor, Ala., and Harris & Scrandrett to pay Simpson &amp Harper $2 per 1,000 feet board measure for all lumber shipped or otherwise disposed of to Simpson & Harper. Then follows agreement as to cutting without waste, and to complete a tract when cutting is started, and as to the dimensions of the timber to be cut. This contract was signed, "Carl Saye, Manager for Simpson & Harper," and "L. E Harris, for Harris & Scrandrett," and was recorded the 16th day of July, 1907, having been signed July 15, 1907. Another contract of later date, between Simpson and Abbott & Alston, is shown, signed in the same manner.

W. O. Mulkey, for appellants.

C. D. Carmichael, for appellees.

MAYFIELD J.

Appellants are both residents of the state of Georgia. They sued respondents in the chancery court of Geneva county, Ala., to enjoin the defendants from cutting and destroying the pine timber upon certain lands described in the bill, which timber is and was owned by the complainants, who, however, did not own the land upon which the timber was growing. The respondents answered and denied the equities of the bill, but admitted that they cut part of the timber from the land, setting up a contract with the plaintiffs, however, by which they attempted to justify the cutting of the timber, and the right to continue cutting the same. The plaintiffs, by an amendment to the bill, denied the validity of the alleged contract by which the defendants claimed authority or right to cut the timber. The contract was signed in the names of plaintiffs, as partners, by one Carl Saye, manager. The amended bill denied the authority of Saye to execute the contract in the names of the plaintiffs, or to bind them in the premises. And the statute of frauds is also set up to show that Saye was not authorized in writing by the plaintiffs to execute the contract in question. The amended bill also set up the fact that plaintiffs repudiated the alleged contract as soon as they were apprised of its existence and denied the right of defendants to cut the timber. So the important questions presented to the chancellor for decision, and which are presented to us for review, are: First, whether Saye was authorized to bind the plaintiffs by the contract; second, if not, had the plaintiffs ratified the acts of Saye in such manner as to thereafter bind themselves under the terms of the contract; and, third, whether the contract was one in which Saye's authority to execute it should have been in writing. The chancellor decided all these questions against the plaintiffs, the appellants here.

It is correctly stated by appellants that the main question on this appeal is whether or not Saye had authority to execute the contract in question so as to bind the appellants. We are of the opinion that the chancellor reached the correct conclusion as to the fact that Saye did have such authority.

The plaintiffs were nonresidents, doing business in Alabama. It is certain that ostensibly, and so far as the public and the defendants knew, Saye was the general manager of plaintiffs' business in Alabama. It seems that he was the person, at the time of the execution of the contract, with whom the public met, and who transacted business in the names of and for the plaintiffs. The plaintiffs were at their place of business in Alabama only once every 30 or 60 days, yet they were doing a constant business, in this state, of buying and selling lumber. Their specific business was that of operating a planing mill.

If Saye was the general manager of plaintiffs' business, and this contract was within the line of such business, and within the sphere of his powers as such manager, then he had the right to bind plaintiffs as to and by this contract, unless it was void under the statute of frauds or for some other reason not necessary to be here discussed. If the plaintiffs had intrusted their business in Alabama to Saye, then they could not limit their liability to the public or to the defendants by secret...