Citation Numbers: 143 Ark. 143
Judges: Hart, Herein, McCulloch, Smith
Filed Date: 3/29/1920
Status: Precedential
Modified Date: 9/7/2022
(after stating the facts). The issue raised by the appeal is whether or not there is any evidence of a substantial character to support the finding of the court that the bank at Monticello was authorized by appellant to collect the blue note of Allen and that payment was in fact made by Allen to it.
Conley was a witness for appellant. According to his testimony, the blue note was payable at the Bank of Commerce, Little Eock, Arkansas. He had nothing to do with the collection of the blue notes other than putting them into the bank where they were payable; but he could accept payment when they were payable in Little Eock and withdraw the notes from the bank. Conley was a director of agencies for Arkansas, and Blitz was the cashier in his office. It is apparent from Conley’s testimony that he put the blue notes in the bank in Little Eock for collection and that a policy holder could come to his office and pay them. Conley was then authorized to withdraw the note from the bank which held it for collection. Therefore Allen could have gone to Conley’s office and have paid the blue note to Conley or to Blitz, the cashier of his office. If Conley had the authority to collect the note at his own office, he at least had the apparent authority to direct the bank at Monticello to collect the note for him. The gist of the matter is that Conley had authority to collect the note, and this carried with it the authority to collect it through an agent.
This brings us to a consideration of the question of whether or not Conley gave .the bank at Monticello authority to collect the note. The appointment or authority of an agent is a question of fact. What the agent may do by virtue thereof is a question of law.,. If the bank at Monticello had the authority to collect the notes, it was conferred by the two letters written to its cashier by the cashier of Conley.
It is the contention of appellant that these letters must be read together and must receive the same strict construction as is ordinarily given a formal power of attorney. This is not the rule.
In Craighead v. Peterson, 72 N. Y. 279, in discussing the question, Judge Allen said: “A formal instrument delegating powers is ordinarily subjected to strict interpretation, and the authority is not extended beyond that which is given in terms, or which is necessary to carry into effect that which is expressly given. They are not subject to that liberal interpretation which is given to less formal instruments, as letters of instruction, etc., in commercial transactions, which are interpreted most strongly against the writer, especially when they are susceptible to two interpretations, and the agent has acted in good faith upon one of such interpretations.”
What was said by the learned judge in that case has been quoted with approval by the leading authorities on the law of agency. Mechem on Agency (2 ed.), vol. 1, par. 784, p. 558, and Clark & Skyles on the Law of Agency, vol. 1, par. 213, p. 515. The last mentioned authors on pages 516 and 517 say: “In construing such an authority, the court must always keep in mind the purpose or object for which the authority was created. The guiding principle in the construction of powers is to be derived from a consideration of the result which the agent or depository of power is appointed to accomplish. When a court is called upon to construe a written authority, its first duty is to ascertain what intention or purpose the principal had in view when he gave the authority to the agent; and when that has been ascertained, the power is to be construed so as to effect that purpose, if possible, instead of defeating it. In conformity with such purpose or intent a general power may be limited, or a limited power made general. As has been said: 'All powers conferred must be .construed with a view to the design and object of them, and the means most nsnal and proper for carrying their design and object into effect, due consideration being given to the language used.’ ”
While it is a familar rule that parol evidence cannot be admitted for the purpose of varying or contradicting a written instrument, in doubtful cases resort to it can be had to show the situation, surroundings, and relations of the parties. Tested by this rule the letters are to be more liberally construed than a formal letter of attorney, in order to effectuate and carry out the intention of the parties.
The record shows that Allen was a man of considerable means and influence in his community. He was in apparent good health and was considered a desirable risk by the company. It was interested in keeping him as one of its policy holders. The letter written on the 13th day of October, 1917, told the cashier that the policy would lapse if the note was not paid on or before the date on which it became due. The cashier was requested to see that the check was mailed to Conley’s office in ■time to prevent the policy from lapsing. This letter, of course, was not sufficient of itself to appoint the cashier of the bank as agent of Conley to collect the note. Conley’s cashier, however, on the 19th day of October, 1917, again wrote to the cashier of the bank at Monticello as follows: “Kindly do not overlook the note due on Mr. Joe Allen’s policy as this will be due the 20th, the day you receive this letter.” It will be observed that Conley’s office knew that the letter would not be received until the 20th, the day Allen’s note was due, and that payment could not be possibly received at its office in due course of mail. No suggestion or direction is made about getting the money to Conley upon the day of the 20th. No suggestion is made that the policy will lapse if that was not done. Allen had already told the cashier to pay the note and charge his account with the amount. He had money to his personal credit in the bank more than sufficient to discharge his indebtedness to the insuranee company. This direction to the cashier was sufficient, we think, to show a payment to the cashier if he had authority to receive it.
It is true that an effort was made to telegraph the money into Little Rock so that it could be paid into the bank which had the note in its possession, but this might have been considered by the trial court, under the 'circumstances, as an additional effort to see that the bank which held the note got the money in order to obviate any possible dispute about the matter in the future.
Giving all the evidence the effect to which it is legally entitled and viewing the letter of October 19, 1917, in its most favorable light to appellee, a majority of the court is of the opinion that the finding of the trial court that the bank at Monticello was authorized to receive payment of the blue note of Allen was justified.
It follows that the judgment should be affirmed.