171 Ga. 464 | Ga. | 1930
On November 10, 1926, J. M. Crumpton conveyed to tbe Bank of Lenox two described tracts of land, to secure a debt. This deed was made subject to a prior security deed executed by a former owner of these lands to the Penn Mutual Life Insuranee Company. On November 25, 1929, the insurance company sold these lands at public outcry under the power of sale contained in its security deed; and at said sale the bank, to protect its interest therein, purchased these lands and took a deed thereto. On January 12, 1929, Crumpton executed to Webb Naval Stores Company, a firm composed of E. L. and G. G. Webb, two leases to the .pine timber on these lands suitable for turpentine purposes. This firm under- its leases began to work the timber. Thereupon the bank filed its petition in which it alleged that these lessees were, working the timber without lawful title, warrant, or authority, .and were trespassers; and sought to enjoin them from so working. ■In. reply to this contention of the bank, the defendants alleged that Crumpton had proposed to convey to them the pine timber on these lands suitable for turpentine purposes; but, being aware
On interlocutory hearing the parties introduced evidence tending to establish their contentions in reference to these leases. The judge denied the temporary injunction prayed for, and in his order it was provided that it would not in any way determine or affect the right of the plaintiff to sue the defendants for the purchase-price of the timber cut or damages to thé same; and it was directed that the defendants make no further payments on the leases, but to pay such amounts to the plaintiff or hold the same subject to its order. To this judgment the plaintiff excepted.
Did the president of the plaintiff bank, by virtue of his office alone, have the power to agree in behalf of the bank for Crumpton to lease to the defendants the pine timber on these lands of the bank for turpentine purposes, and to make the agreements which the defendants set up that he made with them and which
It- will thus be seen that this court and the Court of Appeals have adopted the principle that the president of a bank can not, by virtue of his office alone, make contracts or agreements which will bind the corporation, except in the discharge of his ordinary duties. It appears from the facts in the record in this case that the president of this bank was not authorized by the board of directors to make the agreements which the defendants set up and seek to enforce in this case, in Merchants Bank v. Rawls, 7 Ga. 191 (50 Am. D. 394), it was said that the president of a bank, without authority from its board of directors, had no authority to sell judgments which were the property of the bank. The president of a corporation, in the absence of authority under its charter, by-laws, or resolution of its directors, has no power to sell its property. Brown v. Bass, 132 Ga. 41 (63 S. E. 788). The pine trees growing upon these tracts of land, which the defendants were undertaking to work for turpentine purposes, constituted a part thereof. Peacock v. Horne, 159 Ga. 707, 721 (126 S. E. 813); Shirling v. Security Loan & Abstract Co., 167 Ga. 489 (145 S. E. 840). The purpose of the agreements which the defendants allege that the president of the bank made with them was to authorize Crumpton to sell to the defendants the pine trees on these lands suitable for turpentine purposes. This timber was the property of the bank. This being so, the president of the bank was without authority by
But it is insisted that the bank is estopped from asserting title to the pine timber embraced in the leases from Crumpton to the defendants. This contention is based upon these facts: The bank held a deed from Crumpton to the land upon which this timber is located, to secure debt. This deed was made subject to á prior security deed to these lands by a former owner thereof. The bank had advanced money to Crumpton during the years 1927 and 1928, to enable him to conduct his farming operations upon these lands. In 1929 Crumpton again had to procure money to operate his farm on these lands. To do this he offered to lease the pine timber on these lands to the defendants for turpentine purposes. The defendants contend, that, knowing of the existence of the above security deeds against these lands, they inquired of J. D. Robinson, the president of the bank, if the bank was willing for Crumpton to lease the timber on these lands to them for said purposes. They assert that Robinson, in response to this inquiry, stated to them that the bank had agreed with Crumpton to furnish him money for the purpose of carrying on his farming' operations, and that the bank was entirely willing that Crumpton should lease this timber to them, as this would make it unnecessary for the bank to advance him money for the cultivation of these lands. The defendants allege, that, acting upon this statement by the president of the bank, Crumpton executed to them the leases to this timber, which they took to the bank and exhibited to Robinson; that they again inquired of Robinson if the bank was willing for Crumpton 'to execute these leases to them; that Robinson stated that this was entirely agreeable to the bank; and that thereupon they paid to Robinson for the bank the initial payment of $100, which Robinson immediately turned over to Crumpton to be used by him in conducting his farming operations on these lands. • Thereupon Crumpton delivered these leases to the defendants. The rental payments under these leases were payable to Crumpton; but the defendants contend that the initial payment under these leases was handed to Robinson and by him turned over to Crumpton. The evidence discloses that the bank did not get this payment, and received no benefit there
We have seen that Robinson by virtue of his office as president had no authority 'to bind the bank by these agreements in its behalf as above set out. The record discloses that no express authority was granted by the bank to its president to enter into these engagements in its behalf; and that none of these engagements and agreements between its president and the defendants were known to the bank, other than the fact that the defendants alleged and testified that Robinson as president of the bank, and in its behalf, entered into these agreements with them. The bank had no knowledge that this initial payment had been handed to its president by the defendants, and that thé .same was immediately turned over to Crumpton. Under the equivocal evidence in this case it can not be held that the bank got the benefit of the initial payment on these turpentine leases, or knowingly received such benefit'after acquiring knowledge of the transaction. In'these circumstances is the bank estopped to deny the authority of .its president to make the above agreements, if they were in fact made, which Robinson denies? As we have seen, Robinson as ■ president, of the bank, by virtue of his' office
We must bear in mind that the estoppel here is one which relates to the title to land. In such circumstances, the party claiming to have been thereby induced by the other’s acts or declarations must not only be ignorant of the true title to the land but also of any convenient means of acquiring such knowledge. Where both parties have equal knowledge or equal means of obtaining the truth, there is no estoppel. Civil Code (1910), § 5737. Under this principle,
It follows from the above rulings that the trial judge erred in not restraining the defendants as prayed.
Judgment reversed.