102 Wis. 426 | Wis. | 1899
The findings are vigorously attacked on the ground that they are not supported by the weight of the evidence. The chief question litigated on the trial was whether the garnishee had in fact purchased of the defendant certain personal property, consisting of coal, sheds, office, safe, office furniture, Avagons, etc., of which he held pos
It is especially urged that the evidence fails to show any authority of record, from either the stockholders or board of directors of the defendant, to the president, to close out the property of the corporation in the manner claimed in this case. There can be no doubt of the general rule that a president of a corporation, by virtue of bis official position, can only sell its assets in the usual and ordinary course of business. But a corporation may, by its acts and the methods of conducting its business, so far as third persons are •concerned, as effectually clothe its agents with authority to handle, and even close out, its business, as though a formal vote of record were taken. It appears that the president, by the articles of organization, was expressly clothed with extraordinary powers in managing the business of the corporation. Article 6 says, in effect, that the president shall have the general direction, management, and control of the property, affairs, and business of the company, subject to the direction of the board of directors. From the inception of business down to the time of the alleged sale to Lee, Sullivan bad been the bead and front of the corporation, and bad conducted its affairs and bandied its business as the chief managing officer. It is in proof that Lee's proposition to purchase the property in question bad been talked over by the board of directors. There can be no doubt but that they were informed of the proposition, and that the matter was considered by them, although no formal record was made of the action taken. This seems to be quite in accord with their usual practices. Sullivan was the moving spirit, and conducted the business and bandied the affairs of the company without any limitation as to bis authority from the board. "We find that, very soon after Lee's proposition was talked over by the board, Sullivan bills to him several full car loads of coal they bad recently purchased, and Lee
The court having found that there was a sale of this property to Lee, which finding we have sustained, it becomes immaterial to inquire whether there was certain coal turned out to him to pay the Holm order. Whatever was done in that regard was done subsequent to the alleged sale. The fact that the company gave an order on the garnishee to Holm is confirmatory of the theory of a sale. At the time of the service of the garnishee summons, Lee had coal which he afterwards sold for $356.72. This was $143.08 more than the Holm order, and which, with the purchase price of the other property, is more than the' amount of plaintiff’s judgment.
It is further urged that the court should have dismissed the proceeding because the evidence showed that the defendant had property subject to execution sufficient to satisfy the plaintiff’s claim. There is no motion to dismiss the garnishee
By the Gowrt.— The judgment of the circuit court is affirmed.