Fifty West Broad Street v. Poulson , 75 Ohio App. 194 ( 1944 )

This court has already rendered three opinions in this case; one on the 30th day of October 1943, one on the 31st day of December 1943, and one on the 21st day of April 1944. Those opinions were all addressed to the procedure from the trial court to this court. By virtue of amendments permitted to the notice of appeal and proper diminution of the record, the case is now before this court for final determination on the merits.

In the amended petition filed in the court below, it is stated that the plaintiff is a corporation; that Francis Poulson was at the time mentioned a member of the Democratic state executive committee, an unincorporated voluntary organization; that prior to the 12th of November 1936, Ralph H. Beaton was receiver of the property of the American Insurance Union; that on the 12th of November 1936, the defendant, purporting to act on behalf of the Democratic state executive committee and as chairman of such committee, rented from Beaton, receiver, certain space in the American Insurance Union building for a period of 25 months for an annual rental of $4,800, payable in monthly installments of $400; that the defendant entered into the possession of the premises and remained in possession during the full term; that the rent under the lease for the last five months of the term in the amount of $2,000 is due and unpaid; that Beaton as receiver of the American Insurance Union property did, on the 21st day of December 1938, sell and assign the same, including the lease of the defendant, to the plaintiff; that the defendant was not authorized by the Democratic state executive committee to execute the lease, although this fact was not disclosed to Beaton, receiver; that by the breach of the covenant there is due and owing to the plaintiff from the defendant as rent under the lease the sum of $2,000; and that for the purpose of conferring jurisdiction of the controversy of the Municipal Court, the plaintiff remits the excess of the claim over $1,500.

For answer the defendant admits certain matters, including the fact that he executed the lease on behalf of the state executive committee; and that the committee entered into possession, but denies that there is due the sum of $2,000 or any other sum.

A second defense was asserted which was later withdrawn.

A reply was filed by the plaintiff.

The matter came on for hearing in the Municipal Court of Columbus and was submitted to the court without the intervention of a jury. The court found in favor of the defendant and dismissed the plaintiff's petition.

The plaintiff filed an assignment of errors embracing eight paragraphs, which may be epitomized to the effect that the Municipal Court erred in rendering judgment on behalf of the defendant and that it should have found under the issues that the defendant was liable for the unpaid rents. A bill of exceptions was filed in which is exhibited the lease in question, which is on a form of the American Insurance Union building, of certain space in the building, to the Democratic state executive committee. The lease is signed by Ralph H. Beaton, receiver of the American Insurance Union property and premises, as lessor, and the Democratic state executive committee, by Francis Poulson, chairman, as lessee.

The Democratic executive committee occupied the premises for a period of 20 months, paying therefor the monthly installments of rent by checks to Ralph H. Beaton, receiver of the American Insurance Union property, the checks being signed by the printed signature, "Democratic state executive committee, Theda Jacobs, Asst. Secretary." All vouchers for such monthly rent were in the name of the Democratic state executive committee.

It nowhere appears that Francis Poulson individually ever entered into a contract with the predecessors of the plaintiff, by which he agreed either to rent the property or to pay any of the several installments of rent. The committee moved from the premises to another location at the end of the 20th month, leaving five months of the lease for which rents were not paid. It is asserted by the plaintiff that Francis Poulson had no authority to enter into a lease on behalf of the Democratic executive committee; that he as agent of the committee is personally liable for his unauthorized contract in the name of the principal; that there is no statute authorizing the appointment of a chairman of the executive committee, under which the defendant may avoid personal liability for the debt; and that the executive committee, as a committee distinct from its individual members, was not obligated on the lease.

Section 4785-63, General Code, provides for party-controlling committees and is generally to the effect that the controlling committee of each political party shall be a state central committee consisting of enumerated members to be elected by direct vote at the primaries held in even numbered years; that each party-controlling committee shall elect an executive committee which shall have such powers as may be granted to it by the party-controlling committee and as may be provided by law.

Section 4785-64, General Code, provides for the organization of committees and is to the effect that the members-elect of the party central committee shall meet within a certain time following the primary election, and that a temporary chairman and secretary shall be chosen and the committee shall proceed to organize by the election of a chairman and other officers.

The report of the proceedings of the state central committee discloses the fact that the members of the central committee met at the proper time and place for organization. One of the first actions of the central committee was to unanimously elect Poulson as chairman of the state executive committee. A resolution was adopted to the effect that all the powers vested by law in the state central committee of the Democratic party be delegated to an executive committee; that the executive committee have and possess all the powers vested by law in the state central committee and be empowered to conduct the business of the state Democratic party during such time as the state central committee is not in session; and that when the state executive committee is not in session all the powers delegated to the state executive committee are to be exercised by the chairman. Thereupon Poulson announced certain appointments of officials to act in behalf of the committee and upon roll call a full executive committee as provided by statute was selected by the central committee.

Thereupon the activities of the political organization were reposed largely in the control of Poulson as chairman of the state executive committee, neither the central committee nor the executive committee being active in the functioning of the organization.

It is urged that Poulson by virtue of the fact that he was chairman of the executive committee and had signed the lease in the name of that organization is now personally liable for the unpaid rent by virtue of the fact that the executive committee was not empowered to enter into the contract and that he as agent of the executive committee was personally liable for his unauthorized contract in the name of his principal.

As before stated it nowhere appears that there was any attempt to personally bind Poulson, the lease being made to the executive committee, and Beaton stating that inasmuch as the Democrats were in power it was assumed that they would have money to discharge their obligations, and that the lease was made directly with the executive committee by Poulson, its chairman.

Without attempting to discuss the legal principles advanced by the plaintiff in this case, under which it asserts that Poulson is personally liable for the unpaid rents, we arrive at the conclusion that the plaintiff has failed to show any obligation upon the part of Poulson to pay this defaulted rent. Certain cases are cited which counsel claims are pertinent to the issues here before the court. They are not Ohio cases and in themselves are not clear as to the holding of the courts, and we do not regard them as authority supporting the claim of plaintiff. The cases cited are Lightbourne v. Walsh, 89 N.Y. Supp., 856; McCabe v. Goodfellow, Treas., 133 N.Y. 89, 30 N.E. 728, 17 L.R.A., 204; Empire City Job Print, Inc., v. Harbord,265 N.Y. Supp., 450.

Were the position asserted by counsel for plaintiff to become established, to the effect that the chairman and other members of a voluntary political organization should be personally responsible for all the debts and obligations that might be incurred by such organization, it would be practically impossible to get any responsible individual to assume these important political positions. Such a conclusion would be so out of harmony with what is generally understood to be the obligation of a chairman of a committee that we must refuse to establish such an obligation without more convincing authority than has been suggested by counsel for plaintiff.

All the assignments of error asserted by plaintiff are overruled. The judgment is affirmed.

Judgment affirmed.

HORNBECK and MONTGOMERY, JJ., concur.

MONTGOMERY, J., of the Fifth Appellate District, sitting by designation in the Second Appellate District.

ON APPLICATION for rehearing.