Beekman v. Sonntag Investment Co. , 67 Fla. 293 ( 1914 )

Taylor, J.

(after stating the facts.) — The court below erred in the rendition of the decree appealed from. The complainant by his proofs, practically without contradiction on all essential questions, has fdlly sustained all of the material averments of his bill. The defense urged by the defendant is: (1) That, it does not own the lots of land in question, the title thereto being in the estate of Helen W. Post, deceased, and that it cannot, therefore convey the same as it is sought to be coerced by the bill to do. (2) That it never contracted, either itself or by any authorized agent, with the complainant for the sale and conveyance of said lots as alleged.

As to the first of these defenses the proofs without contradiction show that while the legal title to the lots in question is in the estate of Helen W. Post, deceased, the defendant has a centra ct with her whereby the lots in question will be conveyed either to the defendant or to anyone to whom it might direct the title to be made upon the payment to the said Helen W. Post or to her executor of the sum of $100.00 per lot. Helen W. Post left a will in which she made express provision for the carrying out by her executor of the terms of this contract with the defendant — so that all that the defendant has to do in order to procure a title to the complainant for said lots is to pay to the executor of the last will of Helen W. Post the total sum of $500.00, or the sum of $100.00 for each of said five lots contracted' to be conveyed to the complainant.

As to ''he second of the defences urged, the proofs show that the contract sought to be .enforced for the sale and conveyance of the five lots made by the defendant, a corporation, with the complainant, was executed for the corporation at Seabreeze, in Volusia County, Florida, by one A. I. Miller, as resident agent. The defendant urges that A. I. Miller had no authority to bind the corporation by executing for it any such contract. That no one had any such authority except the president of the corporation. The proofs show without contradiction that the defendant is a corporation incorporated under the laws of another State, and that its home office is in a distant city of such other State, where its president resides. That it has also an office in the locality of the lots in question in Volusia County, Florida, over the entrance to which, at the time the contract in question was made, it kept the following sign: “Sonntag Investment Company, A. I. Miller, Resident Agent.” That at the time the contract was made W. L. Sonntag, who was a director of the company, was its Secretary and Treasurer and General Manager, and that M. L. Waggoner was another director. That these two were personally present and bought from the complainant his yacht agreeing to take her in full payment for the said five lots of land; that he delivered said yacht to Sonntag, who took possession of her and used her as his company’-s own in making various excursions in and about tbe business of said company in selling land lying on or near navigable waters, for several, months, and in the meantime had various alterations made in her. That on the day said trade was made the said Sonntag in the presence of said Waggoner told the complainant that A. I. Miller had a power of attorney to act for the company and that said Miller would the next day embody the terms of their trade for said yacht and lots in a written contract, and that the contract in question was so signed by Miller as resident agent for said company. Besides this the proofs further show without contradiction that this complainant bought other lots from the defendant company for cash partly and partly on short time, lots that also belonged to the Post Estate, and that he bought them through this same A. I. Miller as Resident Agent for the defendant company who gave him a contract for title to same, executed by him as resident agent, exactly like the contract in question, and that upon the payment by him of the purchase price in money he received title to the lots so purchased from the defendant without any question or demur as to Miller’s authority either to sell the lots or to bind the company by contract for title thereto. The proofs also showed that other parties dealt with this company through Miller as resident agent for the purchase of lots of the Post Estate in the same localit.y, receiving from him contracts for title executed by him as resident agent for the company, and that titles were made pursuant to said contracts without question or objection as to Miller’s authority so to act for and bind the company. But besides all this the proofs show that after the contract in question was executed and delivered to the complainant, W. L. Sonntag, Secretary and Treasurer and General Manager of the defendant company in the presence of M. L. Wag-goner, another director of the company, upon being shown the said, contract discovered that a mistake had been made therein in giving the number of one of the lots therein, and that he with the consent of the complainant wrote a memorandum on the margin of said contract, designed to correct said error therein, by giving in said memorandum the correct number of said lot to be substituted for the lot incorrectly described. > This amounted to a ratification of said contract by the defendant company through its Secretary and Treasurer and General Manager, and made it his contract as such Secretaray, &c., as though he had himself as such executed it in the first instance. We find in the record a resolution adopted by the defendant compny’s board of directors on June 22nd, 1907, to the effect that in case of the absence or disability of the president of said company it shall be the duty of the Secretary and Treasurer to sign and execute all papers in his stead. The proofs show that the president was absent from Florida when this contract was made, and that Sonntag, its Secretary and Treasurer, was present on the ground and that he as such virtually and in fact made the contract for the company. The defendant company was here doing-business as a real estate dealer on the Atlantic coast in Volusia County, and along the adjacent river Halifax. Its agents in charge of its business there desired a yacht as a suitable and convenient vehicle in carrying forward its business and bought the complainant’s yacht agreeing to convey to him therefor the five lots in question. He has fully performed his part of said contract by delivering-possession of said yacht, and is now entitled to a good title to said five lots of land in exchange therefor; and the defendant company is now estopped from repudiating said contract made for it by A. I. Miller as its resident agent, after holding him out as being authorized to make such contracts by recognizing and carrying out without objection similar contracts made by him for the company in the same capacity with the complainant and with others besides. We think the defendant company is fully bound by the contract in question. If the vendor is in a situation to obtain title, is in such situation that it is only necessary, for instance, to demand a deed after having paid the purchase money at an administrator's sale of the subject of the contract of sale between him and the purchaser, or to do like acts clearly within his power and thus acquire a title, a court of equity will retain the bill, will require him to perform such acts, and will thereupon decree performance of the contract. Knox v. Spratt, 19 Fla. 817. The acts of an agent, performed within the scope of his real or apparent authority, are binding upon his principal. The public have a right to rely' upon an agent’s apparent authority, and are not bound to enquire as to his special powers unless the circumstances are such as to put them upon inquiry. Indian River State Bank v. Hartford Fire Ins. Co., 46 Fla. 283, 35 South. Rep. 228; Eagle Fire Co. v. Lewallen, 56 Fla. 246, 47 South. Rep. 947; Aetna Ins. Co. v. Holmes, 59 Fla. 116, 52 South. Rep. 801. Parol authority is sufficient to authorize qn agent to execute a contract for the salé of real estate, Hopper v. McAllum, 87 Miss. 441, 40 South. Rep. 2; Ledbetter v. Walker, 31 Ala. 175; Goff v. Ramsey, 19 Minn. 44; Doty v. Wilder, 15 Ill. 407; Jackson v. Murray, 5 T. B. Monroe (Ky.) 184, 17 Am. Dec. 53, and numerous authorities cited in the notes to that case; Yerby v. Grigsby, 9 Leigh (Va.) 387; Doughaday v. Crowell, 3 Stockton’s Chy. (N. J.) 201; McWhorter v. MacMahan, 10 Paige’s Chy. (N. Y.) 386.

. The decree appealed from is hereby reversed and the cause remanded to the court below with directions for the entry of a decree in favor of the appellant according to the prayer of his bill, and requiring the defendant within a short time to be fixed by the court to procure a good title to be executed by the executor of the estate of Helen W. Post, deceased, conveying the lots in question directly to the complainant, by the defendant paying to said executor the sum of one hundred dollars for each of said five lots. The costs to be taxed against the defendant appellee.

Shacklfeord, C. J., and Cockrell, Hocker and Whitfield, J. J., concur.