Lewiston Lumber & Box Co. v. Garvey

SULLIVAN, J.

This action was brought by the appellant corporation against the defendants to recover $3,750 for certain logs, post timber and shingle bolts which it is alleged the defendants wrongfully converted to their own use and benefit.

The issues made by the pleadings were tried by the court without a jury upon stipulated facts. The court made findings of fact and conclusions of law and entered judgment in favor of the respondents. The appeal is from the judgment.

The main contention of counsel for appellant is that the evidence is insufficient to sustain the findings made by the court, and that the judgment is not supported by the findings.

The court found upon all of the material issues. It found that George E. Scott was acting as superintendent, general manager, secretary and treasurer of the corporation plaintiff during the year 1905, and while acting as such he caused to be cut and placed in the Clear Water river, for the purpose of floating the same to the city of Lewiston, certain cedar posts and shingle bolts, all of which were floated a portion of the way down the Clear Water river toward their intended destination.

The court also finds that certain persons, naming them, were judgment creditors of said corporation, and that J. W. Blake represented a number of such creditors; that executions were issued to enforce said judgments and levied upon such poste and shingle bolts; that said timber products were of very little or no value where they were then situated, for the reason that they were in danger of being lost by the river freezing and the timber going out with the ice, and for the further reason that there was no market for the same at the point where they were located; that said Scott while acting as the superintendent, manager and secretary of the appellant corporation, and in possession of said timber products, represented to said Blake, who was then acting as agent for all of said judgment creditors, except Dinsmore, that he, Scott, was the owner of said timber products, and said Scott for himself and as agent for said Dinsmore, for the purpose of realizing the greatest amount possible out of said timber products, made and entered into a written contract, dated the tenth day of January, 1907, with said Blake; that in accordance with the terms of said agreement said Blake, relying upon the representations of said Scott to the effect that he had full power and authority to make said contract, took possession of said timber products and caused the same to be floated down the Clear Water river to Lewiston; that the same were landed at the site and mill of the appellant corporation; that thereafter said Blake in accordance with the terms of said contract, proceeded to sell the same and sold them to the defendants Garvey and Emmery for the sum of $800; that the appellant corporation had full knowledge and notice of the fact that said Blake had taken possession of said timber products under and by virtue of said contract, and that no objection was made by the said corporation or by any of its officers to the said Blake taking possession thereof ; that it had- full knowledge of the intention of Blake to sell the same and had ample time prior to the sale to object thereto, but neglected and failed to do so; that said Blake acted in good faith in said matter in taking possession of and selling the same, and that the value of said property at the time it was sold was $800 and no more. And as conclusions of law, the court held that said Blake came into the possession of said timber products rightfully and lawfully, and lawfully disposed of the same; that none of the defendants in this action are guilty of the conversion of said timber products, but that the same were sold with full knowledge and acquiescence of the appellant corporation; and that said appellant corporation is estopped from claiming any right, title or interest in said timber products, or to dispute the authority of said Scott to enter into said contract with said Blake, and entered a judgment of dismissal of said action.

It is stipulated that said Scott was the superintendent, treasurer and manager of said corporation; that he had employed said judgment creditors to go into the forest and cut said timber and place it in the Clear Water river, and failed to pay them for their services, and that they procured judgment against said corporation, and had execution issued and levied upon said timber products, and after the levy of said executions Scott entered into said agreement with Blake, and he, Blake, took possession of said property, floated it down to the city of Lewiston, sold the same, paid the expense thereof, and is ready to distribute whatever surplus remains among the judgment creditors.

While the corporation may not have directly authorized Scott, who was apparently the whole corporation, to enter into said contract with Blake, Scott had full knowledge, of all of said facts, and such knowledge must be- imputed to the corporation in which he held so many important offices. It would be most unjust and inequitable, under the facts of this case, to permit the appellant, whose complaint is verified by this identical man Scott, to now mulct said defendants in damages for having done just what its general manager had authorized them to do.

There is not a particle of evidence in the record indicating that there was any fraud or collusion between this trusted officer of the appellant corporation and Blake or the judgment creditors. If there was, the court would protect the corporation from the fraud of its officer, but it is stipulated that Blake aeted with perfect fairness and good faith in the matter, and to permit the appellant, under the facts of this case, to recover $800, the value of said products delivered in Lewiston, and relieve it from paying the cost and expense of floating said timber products to Lewiston, would be most unjust.

The judgment must be sustained and it is so ordered, with costs of this appeal in favor of the respondents.

Ailshie, C. J., concurs.