{ "id": 8622188, "name": "RALPH D. TUTTLE v. JUNIOR BUILDING CORPORATION", "name_abbreviation": "Tuttle v. Junior Building Corp.", "decision_date": "1947-02-26", "docket_number": "", "first_page": "146", "last_page": "151", "citations": [ { "type": "official", "cite": "227 N.C. 146" } ], "court": { "name_abbreviation": "N.C.", "id": 9292, "name": "Supreme Court of North Carolina" }, "jurisdiction": { "id": 5, "name_long": "North Carolina", "name": "N.C." }, "cites_to": [], "analysis": { "cardinality": 631, "char_count": 12843, "ocr_confidence": 0.455, "pagerank": { "raw": 4.46765605076141e-08, "percentile": 0.2802188467358522 }, "sha256": "e45d45d2fe6134014e92f2b9da694f7e74d0894ff253d632fbe8cb2aebafbf90", "simhash": "1:75192b3dbc58a55c", "word_count": 2215 }, "last_updated": "2023-07-14T16:20:04.384970+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "RALPH D. TUTTLE v. JUNIOR BUILDING CORPORATION." ], "opinions": [ { "text": "Seawell, J.\nThe defendant contends that the interchanges between the parties as above set out do not constitute a binding contract for the sale of the lands in question for that those who dealt with the plaintiff in the acceptance of his offer had no authority to make such contract, and that this want of authority appears so definitely in plaintiff\u2019s evidence as to support a judgment of nonsuit.\nThis want of authority, it is claimed, appears in this way: Inasmuch as the building and lot in controversy constituted the entire property of the corporation it could only be conveyed on approval by a two-thirds vote of its stockholders, which the record does not disclose to have been given, G. S., 55-26.11; and that in any event the property could not have been conveyed except by specific corporate action upon a vote of at least a majority of the directors, and that no such meeting was held and no such majority vote obtained.\nAs to the first contention, construing the charter of defendant, it appears that it has general power to buy and sell real estate as its regular business and the specific mention of the Junior Order Building and lot does not exempt it from such power or segregate it from such property acquired generally for such purpose. The defendant occupied no part of it. It was not used for a permanent office, home or other facility in carrying on the business in which it vras engaged or in which it might engage, but was a part of its stock in trade. Hence G. S., 55-26.11, has no application to its contemplated sale.\nG. S., 55-26.9, gives the power \u201cto sell, transfer and convey any part of its corporate property in the course of its regular business.\u201d G. 3., 55-26.10, empowers a corporation (applying to corporations generally) \u201cto sell, transfer and convey any part of its corporate real or personal property when authorized so to do by its board of directors.\u201d\n\"Whether there is intended a distinction between subsections 9 and 10 wdiich would relieve a corporation trading in real estate as a regular business from the necessity of calling on the directorate for authority for each particular sale we need not inquire. Under the agency doctrine authority to make a valid contract of sale may be referable to or implied from other considerations to which, when present, it was not the purpose of section 10 to apply an overall restriction. Williston on Contracts, Sec. 271.\nBut aside from tbis, plaintiff\u2019s right to go to the jury on the evidence presented would not be defeated,- even considering that the authority to make a binding sales contract must depend, ultimately, on action by the board of directors, either by specific or general delegation of powers, however or whenever conferred.\nIt is assumed by appellee that the meeting of the stockholders and directors mentioned in the evidence, at which the plaintiff was informed that his offer had been accepted and at which certain details as to the rental of offices in the building were agreed upon, was the only meeting at which any action by the directors could have been taken. That is not a necessary inference. Prior to that meeting the plaintiff had been informed that his offer had been accepted and that statement was repeated to him in the meeting which he attended as a conferee.\nBut we do not think that the right of the plaintiff rests upon this narrow ground. Under the Agency Doctrine the apparent authority of the officers of the corporation with whom the plaintiff dealt may have been derived, and in trading corporations of this kind usually is derived, from sources other than formal action of the directors on each particular offer as made; and the supposed defect in plaintiff\u2019s evidence is not of such a nature as to relieve the defendant from establishing its defense. Williston on Contracts, Vol. 1, Sec. 271, pp. 786, 787.\nThe plaintiff dealt directly with responsible officers of the corporatioh. The offer and its acceptance by them was complete in every detail. But the evidence of plaintiff goes much further. Notwithstanding much of the evidence relating to the transaction was rejected on objection by defendant, enough remains which tends to show that a deed was properly executed by officers of the'corporation, designated by statute, and by agreement was put in escrow at the State Planters Bank to be lifted by the plaintiff on payment of the balance of the. purchase price, $500 having already been paid and accepted. He promptly appeared at the bank and paid in the money, but was informed the deed had been withdrawn. He was subsequently informed that defendant had \u201cchanged its mind.\u201d\nIf the instrument thus put in escrow was what the evidence tends to show that it was \u2014 a deed \u2014 it bore the seal of the corporation and raised the presumption that it was executed by authority. Fletcher, Cyc. Corporations, Vol. 2, sec. 486, et seg.\nAt this point it is not necessary for us to go into the question of authority, or power, to withdraw the deed from escrow without consent of the plaintiff. We say, however, that from the circumstances detailed in the evidence there is an inference of authority to make a binding contract not negatived by anything we find in plaintiff\u2019s evidence, considered in its most favorable light, and the evidence ought to have been submitted to the jury. The judgment of nonsuit is, therefore,\nEeversed.", "type": "majority", "author": "Seawell, J." } ], "attorneys": [ "P. W. Glidewell, Sr., and A. O. Davis for plaintiff, appellant.", "B. J. Scott and Fred Folger for defendant, appellee." ], "corrections": "", "head_matter": "RALPH D. TUTTLE v. JUNIOR BUILDING CORPORATION.\n(Filed 26 February, 1947.)\n1. Corporations \u00a7 22\u2014\nG. S., 55-26.11, which requires the holders of % of its stock to approve the action of the directors of a corporation in selling the entire corporate property, does not apply to the sale of realty by a corporation having general power to buy and sell real estate, and the fact that such corporation is an incorporated fraternal association and contracts to sell its building designated as the fraternal order building does not bring the transaction within the statute when the building is not used for permanent office, home or other facility in carrying on its business.\n2. Same \u2014 Nonsuit on ground that plaintiff\u2019s evidence disclosed that sale of realty by corporation had not been approved by majority of directors, held error.\nIn this action against a corporation for specific performance of an agreement to convey realty, plaintiff introduced evidence that he dealt directly with responsible officers of the corporation and that at a meeting, attended by less than a majority of the directors, he was informed that his offer had been accepted after a meeting, and the agreement was concluded. Plaintiff also introduced a copy of a letter from the corporation to the bank stating that the corporation enclosed deed for delivery when plaintiff should pay the balance of the purchase price. Held: Nonsuit on the ground that plaintiff\u2019s evidence disclosed that the sale of the property had hot been authorized by a majority of the corporation\u2019s directors as required by statute, was error. G. S., 55-26.9; G. S., 55-26.10.\n3. Same\u2014\nEvidence tending to show that a corporation had executed a deed for real estate and placed it in escrow raises a presumption that the deed, being under seal, was executed by authority.\nAppeal by plaintiff from Warticle, J., at October Term, 1946, of Stokes.\nThe plaintiff brought this action to secure specific performance of a contract for the purchase and sale of a building and lot in the Town of Walnut Cove owned by the defendant but not occupied by it.\nThe defendant is a corporation under the laws of this State, the Certificate of Incorporation containing the following paragraphs relating to the purpose of its organization and its powers:\n\u201cThird: The objects for which this corporation is formed are \u00e1s follows:\n\u201cTo purchase that certain parcel of real estate now owned by Walnut Cove Council No. 211, Jr. O. U. A. M.; to own and to operate; to lease, to rent; to execute leases for considerations; to transfer; assign; sell and convey this real property; and/or to otherwise dispose of same.\n\u201cTo purchase and/or otherwise acquire real and personal property; to own and operate; maintain; or dispose of the same by rent, lease or sale.\u201d\nThe following were respectively officers, directors and stockholders of the corporation:\n\u201cJ. G. H. Mitchell was President and Director; W. N. Wheeler was Vice-President and Director; Dr. 0. J. Helsabeck was Second Vice-President and Director; W. E. Marshall, Secretary and Director; J. D. Johnson, Treasurer and Director; J. J. Taylor, Director; R. J. Scott, Director; 0. E. Davis, Stockholder; and J. L. Welch, stockholder; Dr. V. L. DeHart, stockholder.\u201d\nNegotiations .for the purchase and sale of the property having been instituted, the plaintiff made the following offer:\n\u201cOctober 22, 1945\nJunior Order Building Corporation\nWalnut Cove, N. C.\n\u201cGentlemen:\n\u201cI hereby make the following offer for the building and lot which you now own in Walnut Cove, N. 0., on Main Street, which includes all the Old Mercantile Building and the Old P. 0. Building.\n\u201cI will give you $10,000 cash upon delivery of a good and sufficient deed. $500 check is herewith enclosed as part payment, leaving a balance of $9,500.\n\u201cI am to receive possession of the property on November 1, 1945, and to receive all rents thereafter. I understand that you are to pay all taxes due including 1945.\n\u201cI understand further that the Junior Order and the Masons are to have the use of the Hall same as they now have free for three years from July 1st, 1945.\n\u201cI am to have 30 days from the date of acceptance of this offer in which to make the final payment.\n\u201cI am to assume the payment of Commissions to J. A. Dillon on this contract.\nYours-very truly,\nRALPH D. TUTTLE,\nR. D. Tuttle.\u201d\nW. E. Marshall, secretary for the defendant corporation, and Mr. Odell Jones came to see the plaintiff and told him that they had had a meeting and agreed to sell him tbe building provided be would rent two rooms of it to somebody for a sbirt factory or knitting mill office. To tbis tbe plaintiff assented and tbe rental price was agreed upon.\nPlaintiff testified tbat tbe directors and some stockholders met that afternoon and discussed tbe preparing of tbe deed and fixing up tbe papers, again stating tbat they bad accepted plaintiff\u2019s offer provided they could get together on tbe rental agreement, which they did.\nAt tbat meeting there were present, Marshall, J. D. Johnson, tbe treasurer, C. J. Helsabeek, Y. L. DeHart, and Joe Welch. Marshall said they wanted it drawn up and got ready as quickly as possible since they wanted to dissolve tbe corporation.\nPlaintiff told him tbat be would have tbe money ready any time be could get tbe deed, but in tbe contract be bad 30 days in which to take it up. Plaintiff testified, \u201cMr. Marshall called me on Saturday afternoon and told me tbat Mr. R. J. Scott bad prepared tbe deed and had it ready and I told him to mail it to tbe bank as per instructions and I got a letter from Mr. Marshall tbat afternoon or Sunday morning. A copy of tbe letter Mr. Marshall wrote tbe bank was sent to me.\u201d It is as follows :\n\u201cI am enclosing herewith a deed from the Junior Building Corporation, properly drawn.and signed, to Mr. Ralph D. Tuttle deeding to him the property of tbe Junior Building Corporation. I am enclosing also herewith a contract from him to the town leasing unto tbe town the old postoffice building and tbe Red Cross room for a period of six months from November 1, 1945, for him to sign. Also there is enclosed a check from Tuttle Mor. Company to tbe Junior Building Corporation for $500; a part payment on tbe building. When he delivers to you a check for $9,500, I understand tbat it is in order for you to deliver him the deed.\n\u201cI have heard nothing further from tbe sbirt factory but since we have until Monday or Tuesday of next week to bear from tbe parties, we are withholding writing a cheek from tbe Town to Mr. Tuttle for tbe rent as stipulated by the contract. We will give them more time to let us hear from them before we go into the contract with tbe Town.\n\u201cThis is my understanding of the agreement and is in accordance with such instructions given to me by tbe stockholders of tbe Junior Building Corporation.\nYours very truly,\nW. F.- MARSHALL,\nWilliam F. Marshall.\u201d\nPursuant to the letter tbe plaintiff went over to the bank on Tuesday morning after the deed and asked Mr. Johnson for it and gave him the balance of tbe money, $9,500.00. He was informed by Mr. Johnson that the deed had been withdrawn and was not there. Plaintiff was unable at that time to get any explanation.\nThe defendants offering no evidence, demurred to plaintiff\u2019s evidence and moved for judgment as of nonsuit. The motion was sustained and from the ensuing judgment plaintiff appealed.\nP. W. Glidewell, Sr., and A. O. Davis for plaintiff, appellant.\nB. J. Scott and Fred Folger for defendant, appellee." }, "file_name": "0146-01", "first_page_order": 194, "last_page_order": 199 }