Union Trust Co. v. Phillips
| Decision Date | 29 June 1895 |
| Citation | 7 S.D. 225,63 N.W. 903 |
| Parties | UNION TRUST CO. v. PHILLIPS et al. |
| Court | South Dakota Supreme Court |
1. A corporation or an individual cannot adopt and claim the benefit of a contract made in its or his behalf by one assuming to act as agent, and at the same time repudiate the means or representations by which such contract was so procured.
2. This rule controls, even though such agent, to the knowledge of him with whom he deals, has an interest in the making of the contract distinct and separate from that of his principal, unless there is collusion or fraudulent connivance between the agent and such other contracting party.
Appeal from circuit court, Minnehaha county; Joseph W. Jones, Judge.
Action by the Union Trust Company against Imogene E. Phillips and another on a promissory note. Defendants had judgment, and plaintiff appeals. Affirmed.Chas. L. Brockway, for appellant. D. E. Powers, for respondents.
This was an action upon a promissory note given by respondents to appellant. The defense was that it was procured through the fraudulent misrepresentations of C. E. Johnson, the secretary and agent of the payee. Except as to one question of law, there is little in the case for the consideration of this court. The verdict of the jury settles the questions of fact, and while we are not entirely satisfied that it was correct, the evidence is sufficient to sustain it.
Respondent Arthur C. Phillips inherited from his father certain shares of stock in the Sioux Falls Improvement Company. C. E. Johnson, said in the answer to be the secretary, by himself, the vice president, and by another witness, the treasurer, of appellant, was also a stockholder in said company. The stock was not at that time considered valuable, but, evidently with a view of increasing its value and thus benefiting the holders, including Phillips and Johnson, a plan was proposed for the organization of a new company, of which one Mathesius seems to have been the principal promoter. A. Frizzell held the title to a piece of land in which the improvement company was interested, the title to which it was considered desirable for the new company to obtain. He was indebted to the appellant. The plan finally agreed upon was that Phillips should give his note, to be also signed by his mother, corespondent herein, to the appellant for the amount of Frizzell's indebtedness to it, he in turn to take Mathesius' note for a like amount, and convey the land to him. This was so done. The misrepresentations relied upon were the statements of Johnson to Phillips as to Mathesius' responsibility, by which he was induced to give the note as aforesaid, which is the note sued upon. The legal question referred to at the opening is whether, under these conditions, the appellant corporation was bound by the representations of Johnson, its acting officer. The case was tried upon the theory that appellant was so bound. Appellant insists that this was wrong, and thus states his contention in this respect: “When an agent of a corporation, doing business for his...
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