Tennessee Joint Stock Land Bank v. Bank of Greenwood

• Citation: 172 So. 323,179 Miss. 534
• Decision Date: 08 February 1937
• Docket Number: 32503
• Court: United States State Supreme Court of Mississippi
• Parties: TENNESSEE JOINT STOCK LAND BANK v. BANK OF GREENWOOD et al

172 So. 323

179 Miss. 534

TENNESSEE JOINT STOCK LAND BANK v. BANK OF GREENWOOD et al

No. 32503

Supreme Court of Mississippi

February 8, 1937

Division A

Suggestion Of Error Overruled November 22, 1937.

APPEAL from chancery court of Leflore county HON. R E. JACKSON Chancellor.

Bill by the Tennessee Joint Stock Land Bank against the Bank of Greenwood and others. From a decree dismissing the bill complainant appeals. Reversed and rendered in part, and reversed and remanded in part.

Reversed and judgment here for appellant in part; reversed and remanded in part.

J. J. Breland, R. L. Cannon, and L. Q. Strong, all of Sumner, and Gardner, Denman & Everett, of Greenwood, for appellant.

The landlord has a lien, for rent and supplies, on all agricultural products of the leased premises, which lien is paramount to all other liens, claims, or demands upon such products.

Section 2186, Code of 1930.

The right of the landlord to enforce such lien is not prejudiced nor diminished by the removal of the agricultural products from the leased premises, nor by any delay short of the statutory period of limitation.

Fitzgerald v. Fowlkes, 60 Miss. 270; Henry v. Davis, 60 Miss. 212.

Any one purchasing or otherwise converting any such products is liable to the holder of such lien for the value of such products at the time of conversion, with legal interest thereon from the time of conversion.

Schmitt v. Federal Compress & Warehouse Co., 169 Miss. 589, 153 So. 815; Peets & Norman Co. v. Baker, 95 Miss. 576, 48 So. 898; McGrath v. Barlow, 21 So. 237; Powell v. Smith, 74 Miss. 172, 20 So. 872; Warren v. Jones, 70 Miss. 202, 14 So. 25; Eason v. Johnson, 69 Miss. 371, 12 So. 446; Newman v. Bank of Greenville, 66 Miss. 323, 5 So. 753; Sumrall Motor Co. v. Creel, 158 Miss. 262, 130 So. 151; Jamison v. Moon, 43 Miss. 598; Briscoe v. McElween, 43 Miss. 556.

The storing by a tenant of cotton in a warehouse and the taking by him of negotiable warehouse receipts therefor does not supersede the landlord's lien.

Schmitt v. Federal Compress & Warehouse Co., 169 Miss. 589, 153 So. 815; Marine Bank & Trust Co. v. Greenville Savings Bank & Trust Co., 133 Miss. 91, 97 So. 526.

For the landlord to be held to be estopped or to have waived his lien, it must be shown by a preponderance of the evidence that the landlord, by agreement or by conduct tantamount to agreement, permitted the tenant to deal with the agricultural products as if no such lien existed.

Schmitt v. Federal Compress & Warehouse Co., 169 Miss. 589, 153 So. 815.

The overwhelming weight of the evidence shows that appellant did not agree to any disposition of the cotton inconsistent with the assertion of its lien.

Whatever claim might have been made that appellant agreed to any such disposition of the cotton was found adversely to such claim by the Chancellor in his written findings of fact.

The overwhelming weight of the evidence shows that appellant in no wise, either by active conduct or tacitly, permitted any disposition of the cotton inconsistent with the assertion of its lien.

Where a corporate principal is acting through agents with limited authority, facts coming to the notice or attention of the agent which are beyond the scope of the authority of the agents are not of themselves notice to the principal and do not bind the principal.

Mechem on "Agency" (2 Ed.) page 1415; 2 C. J. 863, sec. 544; 3 C. J. S. 197, sec. 264; Connelly v. Special Road & Bridge District, 126 So. 794, 71 A. L. R. 923; Alabama Western R. R. Co. v. Bush, 62 So. 89; Florence v. Carr, 148 So. 149; Goodloe v. Godley, 13 S. & M. 233; Cresap v. Furst & Thomas, 141 Miss. 30, 105 So. 848.

Where a principal employs an agent with limited powers, the agent cannot bind his principal by agreements, acts, or conduct beyond the scope of his authority; and in the absence of ratification or of elements of estoppel, the principal is not bound by the unauthorized acts, conducts or agreements of his agent.

Aetna Ins. Co. v. Singleton, 174 Miss. 556, 164 So. 13; Hardie & Ellis Realty Co. v. McDaris, 150 Miss. 646, 117 So. 254; Royal Feed & Milling Co. v. Thorn, 142 Miss. 92, 107 So. 282; Philip Gruner Lbr. Co. v. Algonquin Lbr. Co., 123 Miss. 157, 85 So. 191; White v. Lee, 97 Miss. 493, 52 So. 206; Busby v. Y. & M. V. R. Co., 90 Miss. 13, 43 So. 1.

Supreme Court, having all facts before it, should enter judgment the Chancellor should have entered.

Joe Duck Kwong v. Board of Miss. Levee Comrs., 164 Miss. 250, 144 So. 693.

Bradford & Lamb, of Greenwood, for appellee, W. G. Humphrey.

The question here presented as to the respective rights of the holder of a landlord's lien against cotton and of the purchaser of such cotton, or the negotiable warehouse receipts of such cotton, for value without notice of any defect in the title thereto, has been thrashed out in our courts so often and the decisions of this court are so numerous that almost every conceivable situation with reference to waiver of liens, etc., has been touched upon. We think it useless to burden this court with the entire line of these decisions and, so, will cite only three cases. These cases are: Schmitt v. Compress & Warehouse Co., 169 Miss. 589, 153 So. 815; McGee v. Carver, 141 Miss. 463, 106 So. 760; Hawkins v. Nash, 163 Miss. 500.

When the landlord intrusts the tenant with indicia of ownership or when the landlord expects the tenant to sell the agricultural products and account to the landlord for the rent in money, the landlord's lien is waived in favor of a purchaser for value without notice.

McGee v. Carver, 141 Miss. 463, 106 So. 760; Schmitt v. Compress & Warehouse Co., 169 Miss. 589.

The Chancellor was given the full benefit of the cases herein cited before he made his decision and findings. He had the benefit of the testimony first hand and the demeanor of the witnesses was of much benefit to him, but it can be readily seen from the cold pages of the record that he is eminently correct in his findings.

It is well to bear in mind that, although in the instant case the cotton was stored in a warehouse and negotiable receipts issued with the knowledge and consent of the landlord and that this constituted a waiver of the lien, that even if the cotton had never been placed in a warehouse and negotiable receipts had never been issued therefor, the landlord's lien on the cotton in this case would have been waived just as effectively, for the law is that a landlord who expects his tenant to sell the cotton raised by the tenant and deliver the proceeds of the sale to the landlord in payment of the rent, waives the landlord's lien just as effectively as if he had permitted the tenant to place the cotton in the warehouse and receive negotiable warehouse receipts in the name of the tenant.

Hawkins v. Nash, 163 Miss. 500; Tonnar v. Washington & Issaquena Bank, 140 Miss. 875, 105 So. 750.

While we do not think that either Mr. Aldridge or Mr. Humphrey is in any way liable on account of the purchase of this cotton, it is evident that Mr. Aldridge would be primarily liable and Mr. Humphrey secondarily liable, and the Chancellor held that Mr. Aldridge was a purchaser of the cotton, and naturally, if he purchased it and sold it to Mr. Humphrey, he would stand between Mr. Humphrey and any liability.

James O. Eastland, of Ruleville, for appellee, C. H. Aldridge.

Appellee, C. H. Aldridge, did not purchase the cotton, did not receive same, did not exercise dominion or control over same, did not convert the cotton, and was not in any way connected with the five bales of cotton nor the warehouse receipts therefor.

Jones v. Stevens, 12 So. 446.

Appellee, C. H. Aldridge, merely took the proceeds from the sale of the cotton after the title to the cotton had passed and the sale consummated. Aldridge received the money, and the landlord's lien does not attach to the currency of the country.

Pascagoula Hardware Co. v. Chisholm, 144 So. 711; Jones v. Stevens, 12 So. 446.

Even if the court should hold that C. H. Aldridge converted said five bales of cotton, he took said cotton from a sub-tenant of appellant and appellant must exhaust all of Fryer Brothers' crops of every kind and character and apply the value of said crops on said indebtedness before resort can be had to the crop of W. V. Woods, a sub-tenant, or before resort can be had to C. H. Aldridge because Aldridge stands exactly in Woods' shoes and Woods is only a surety to appellant; the Fryer Brothers produced crops of sufficient value to pay all the rent and appellant did not attempt to subject same to the payment of the rent.

Applewhite v. Nelms, 14 So. 443; Dale v. Webb, 146 So. 875; Powell v. Tomlinson, 92 So. 226.

Appellant gave an additional waiver to its tenant for $ 280 without the knowledge or consent of the subtenant did not subject any of the cottonseed on which it had a lien, the corn and hay on which it had a lien, produced by its tenants, Fryer Brothers, to the payment of the rent; and said items greatly exceed the value of the five bales of cotton sued on; and W. V. Woods and C. H. Aldridge are therefore released from liability for the value of said cotton.

Applewhite v. Nelms, 14 So. 443; Dale v. Webb, 146 So. 875; Powell v. Tomlinson, 92 So. 226; Scott and Garrett v. Greenriver Lbr. Co., 116 Miss. 524, 77 So. 309.

The contract between appellant and its tenants, Fryers, was materially altered without the knowledge or consent of the sub-tenant, W. V. Woods, and W. V. Woods, C. H. Aldridge, and all crops grown by W. V. Woods are, therefore, released from liability for the payment of the rent.

Powell v. Tomlinson, 92 So. 226; Scott and Garrett v. Greenriver Lbr. Co., 116 Miss. 524, 77 So. 309.

Appellant expressly waived its lien on the five...