Decell v. Hazlehurst Oil Mill & Fertilizer Co.

CalhooN, J.,

delivered the opinion of the court.

The bill of appellant calls on Decell to account as its agent for money, etc., misappropriated by him in his prosecution of that agency. It sets up that it had two businesses — one as an oil mill, on which, on a misconstruction of the law, it had not paid the privilege tax; and the other as a fertilizer company, on which it had paid the privilege tax, and it is on the fertilizer business it charges misappropriation and demands accounting. Decell demurred on the ground that appellant was one corporation simply, with two branches of business, and, as shown by the. bill, had but one set of books, and the nonpayment of the privilege tax was a complete defense to the claims of either branch of the business, and on the ground that there was a complete remedy at law. The court took jurisdiction, and decreed that Decell should account, and we will not disturb the decree on the ground of want of jurisdiction. Mr. Decell is compellable to account with appellant on both branches of its business for what he did as agent. The law making void the contracts of those in reference to their business carried on in disregard of the privilege tax act does not shield Mr. Decell. It has no reference to dealers inter sese and their agents in the conduct of their business.. It does not authorize or condone embezzlement, nor prevent partners or stockholders from requiring honest settlements among themselves or from their agents. One engaged or employed in the business cannot set up the statute the design of which was- to get revenue by malting contracts void in dealings with the outside world, not in the inside management of the business. Howe v. Jolly, 68 Miss., 323, 8 South., 513; Gilliam v. Brown, 43 Miss., 641.

The decree overruling demurrer to the hill is affirmed and the cause is remanded with sixty days to appellant to answer after mandate filed helow.