Knowles v. Rome Tribune Co.

127 Ga. 90 | Ga. | 1906

Evans, J.

(After stating the facts.) The relation between a corporation and its director and general manager, who has full control of the business of the corporation, collecting all its moneys •and making all disbursements, and entrusted with each and every detail of the business of the corporation, is not technically that of trustee and cestui que trust, but that of principal and agent. 3 Clark & Mar. Priv. Corp. § 755 f. See Southern Star Co. v. Cleghorn, 59 Ga. 782. At least, such a relation would not be included among subsisting trusts, cognizable only in a court of equity, which by the Civil Code, § 3198, are declared to be without the ordinary statutes of limitation. The allegations of the petition present the case of a principal suing his general agent for certain moneys misappropriated and unaccounted for by the general agent. As a general rule, in cases where, the agency is a general and continuing • one, the statute of limitations begins to run on the principal’s right of action against his agent from the time of the termination of the agency, or from the time the agent has rendered an accounting to his principal and offered to settle, or from the time the principal has made a demand upon the agent for an accounting and the latter has refused or neglected to render it. Teasley v. Bradley, 110 Ga. 497. The petition alleges that the agency was a continuous ■ one from September 1, 1894, to April 1, 1903. The petition must be construed to mean, either that the defendant was elected director and general manager for an indefinite term, which was terminated on the latter date, or that he was elected for a definite term embracing the period within these dates. In either case, the principal’s right of action against the general agent would not accrue until the termination of the agency, unless, as does n'ot appear, the defendant was under "a duty to render an accounting before that time. If on the trial it should develop that the ‘defendant was elected director and general manager for a definite term, and re-elected for other terms during the period of time intervening the years 1894 and 1903, then upon the expiration of each term the principal would have had its right of action for liabilities of the agent up to that time. But this is not the case made by the petition, which alleges -a cause of action by a principal against his continuing general agent which accrued upon the termination of the agency within four years of the filing of the suit. The action was, therefore, not on the face of the petition . barred, and the court correctly so held on demurrer.

Judgment affirmed.

All the Justices concur.