104 So. 761 | Ala. | 1925
Lead Opinion
This case is quite similar to its companion, First National Bank of Chattanooga v. Huntsville Bank Trust Co.,
"He was, as we have said, to all intents and purposes the corporation itself. It could be nothing but the sheerest nonsense to say that as agent he should communicate the knowledge to himself as the managing representative of his corporation. Since the corporation could acquire notice in no other way than by and through its managing head or officer, it will scarcely be doubted that notice to such officer is of necessity notice to it."
Therefore, notice to Hutton when transferring the stock was imputable to the bank of which he was general manager, notwithstanding he was personally interested in the transaction, and the bank, being chargeable with such notice, waived its lien upon the stock by permitting the Nashville Bank to acquire the same for value without objection or protest.
In the case of Mobile Towing Co. v. First National Bank,
The trial court erred in granting the appellee relief, and the decree is reversed, and one is here rendered dismissing the bill of complaint.
Reversed and rendered.
SOMERVILLE, THOMAS, and BOULDIN, JJ., concur.
Addendum
Counsel for appellee contend that this court has not properly grasped the facts in this case, and which are totally different from those involved in the Chattanooga Bank Case. We think the foregoing opinion fairly notes the material points of difference, and that we were not in error in stating that the two were companion or kindred cases, and we are borne out in this by the statement of counsel during the oral argument and who in fact argued the two cases together. We stated in the foregoing opinion that the official position of Hutton was different in this transaction from what it was in the Chattanooga Bank Case, and we are not now, nor were we then, unaware of a distinction ordinarily between the duties of the cashier of a bank and its president or vice president, and we are also cognizant of *405 the fact that the duty of making loans generally devolves upon the cashier. But this is not an ironclad rule and does not preclude the governing board of the bank from placing this authority upon some other official, and it seems that this authority was vested in Hutton and him alone, whether he was cashier, vice president, or president. We repeat that the evidence shows that Hutton was in legal effect the alter ego of the Huntsville Bank. We quote from the evidence of complainants' witness Gilliam:
"W. R. Hutton, from the time he was connected with the complainant bank, was an officer of such bank. He was first cashier, and held this position until after I became connected with the bank, when he became vice president, and before retiring from the bank he became president. He had that position when he retired from the bank. W. R. Hutton was in sole charge of the making of the loans of the bank from the time I became connected with the bank in 1917 and until the said Hutton retired from the bank in January, 1922."
We may add that this case was not only considered carefully by this section of the court both upon original consultation and again upon rehearing, but in the meantime a case involving almost this identical question had been submitted to the other section of the court, and upon consideration of said case the foregoing opinion was considered, approved, and followed. See Malone, Adm'r, v. Merchants' Farmers' Bank, ante, p. 215,
The application for rehearing is overruled.
SOMERVILLE, THOMAS, and BOULDIN, JJ., concur.