Thompson v. Hollis & Co.

• Decision Date: 10 May 1937
• Docket Number: 4-4649
• Citation: 104 S.W.2d 1065,194 Ark. 1
• Parties: THOMPSON v. HOLLIS & COMPANY
• Court: Arkansas Supreme Court

104 S.W.2d 1065

194 Ark. 1

THOMPSON v. HOLLIS & COMPANY

4-4649

Supreme Court of Arkansas

May 10, 1937

Appeal from Pulaski Circuit Court, Second Division; Richard M. Mann Judge; affirmed.

Judgment affirmed.

Roy D Campbell and W. J. Dungan, for appellant.

Buzbee Harrison, Buzbee & Wright, for appellee.

OPINION

MEHAFFY, J.

This action was instituted by appellee in the Pulaski circuit court against L. A. Phillips and Vance M. Thompson, the appellant.

The complaint alleged that the appellee was a corporation engaged in the mill and supply business; that L. A. Phillips and Vance M. Thompson were jointly indebted to it in the sum of $ 630.16 with interest from January 1, 1936, for goods, wares and merchandise, as set out in verified account.

L. A. Phillips filed answer, in which he stated that the purchase of the goods, wares and merchandise by him was solely and only as the agent of Vance M. Thompson.

Vance M. Thompson filed answer denying all the material allegations of the complaint, and denying liability.

There was a verdict and judgment for appellee against Vance M. Thompson for the amount sued for. Motion for new trial was filed and overruled, and the case is here on appeal.

There is no dispute about the sale of the goods for the Benton Ice & Oil Company, of Benton, Arkansas. It is not disputed that the goods were received and that they have not been paid for.

The Sheridan Ice & Coal Company was incorporated with L. A. Phillips, W. J. Dungan and appellant as the only stockholders. Dungan was issued one share of the stock, or rather one share was made out to him, and he immediately assigned it back. The other stock was issued to Phillips and appellant, but Phillips did not pay anything for his stock, but pledged it to appellant to secure the payment of the stock. All the money that was put into the plant originally was put in by Thompson, and thereafter the profits of the company paid the balance that the Sheridan company owed so that all of the property of the Sheridan company was furnished by Thompson and the profits from the company. The Sheridan Ice Company sold ice at Benton for some time, and Thompson and Phillips decided to put up a plant at Benton. Phillips had no money and Thompson had ample money to finance the construction of the plant. Thompson took a deed to the property in his own name and undertook, according to his own testimony, to furnish the money to construct the plant at Benton. The plant at Benton did not prosper, became involved, and this suit is to collect for goods, wares and merchandise sold by appellee and delivered to the plant at Benton. The appellant claims that they were putting up the plant at Benton for the Sheridan Ice & Coal Company and it was not his individual property.

The appellant testified that he furnished the money to the Sheridan Ice Company to buy the property on which the Benton Ice & Oil Company plant was built; he furnished close to $ 7,000 or $ 8,000; he bought the property in his own name, and gave a contract to the effect that he would give a deed when the money was paid to him. He testified that the Sheridan Ice Company put in $ 100 and that he furnished the rest of the money. It developed, however, that the $ 100 paid by the Sheridan Company was $ 100 that it owed Thompson, so that Thompson really put in all the money. He testified that he was to hold the real estate as security until he was reimbursed. He had no understanding with Phillips that he was to purchase goods from Hollis & Company or elsewhere, and he did not give Phillips any authority of any kind. The plant at Benton was leased to Phillips, but he did not give Phillips any authority to buy material. He testified that he was very careful not to. He knew that Phillips could not finance the building of the plant, and he could do so; that Phillips was not his agent and had no authority to bind him.

Phillips testified that he purchased the goods from Hollis & Company and that the account was correct. He constructed the plant at Benton and it was done with Thompson's money. Thompson was to furnish the money, and he was to construct the plant. Thompson owned the property, and bought the material from Malvern Brick Company, and Phillips bought lumber from the Arkansas Lumber Company. Thompson furnished all the money at the plant at Sheridan and took Phillips' stock as collateral for his part. Thompson agreed to furnish the capital to build the plant. The material for the Benton plant was not charged to the Sheridan Company at his direction. When asked about an agreement as to the transaction, he testified that that was Thompson's agreement; that he did not sign it at all. He testified positively that Thompson authorized him to buy the material on his account and his credit. They never did have a meeting of the board of directors in the Sheridan plant; it was not necessary because there were only three of them in the concern.

Appellant contends that the court erred in giving instruction No. 6 requested by appellee, and instruction No. 1 requested by Phillips. Instruction No. 6 reads as follows:

"You are instructed that if you find that the defendant Phillips was acting for the defendant Thompson as his agent in purchasing the equipment in question, but did not disclose to the plaintiff that he was acting...