201 Mo. 372 | Mo. | 1907
This is an action originating in the circuit court of Jackson county, seeking to recover the sum of $10;000', attorney fees, for services alleged to have been rendered, by respondents, for the appellant, during a period of time extending from April 1, 1899, to March 20, 1900.
The facts of the case are substantially as follows:
The Kansas City, Pittsburg & Gulf Railroad Company, which will hereafter be called the Pittsburg Company, operated a line of railroad from Kansas City, Missouri, to Port Arthur, in the State of Texas; and also operated certain terminal railroads at each end thereof. The line of road belonged to three different companies: The Pittsburg, the Kansas City, Shreveport & Gulf Railway Company, which will hereafter.be
The Pittsburg Company owned practically all the bonds and securities of the other two' companies, amounting to many millions of dollars. All of the property of- the Pittsburg Company was mortgaged to the State Trust Company of New York, as trustee, which will hereafter be called the Trust Company, to secure its outstanding bonds, aggregating several millions of dollars.
That on and prior to the first day of April, 1899; the Pittsburg Company was in great financial stress, which involved the Shreveport and Fort Smith companies. "Which condition of the companies caused the stockholders and other interested parties to' counsel and negotiate among themselves and others, including the respondents, as to how the best interest of all parties could be conserved. After much consultation, it was finally concluded that a reorganization and consolidation of all the companies was the most feasible mode to accomplish that end.
In pursuance of said scheme, on April 1, 1899; Charles E. Granis et al. instituted a suit in the circuit court of Jackson county against the Pittsburg Company, it having defaulted in the payment of the installment of interest upon its bonds, due at that time, alleging insolvency, and prayed for the appointment of re
Immediately thereafter ancillary suits were instituted and carried forward to extend the receivership over the entire line of the Pittsburg Company. About the same time an independent suit was instituted in the district court of Caddo parish, Louisiana, for the purpose of extending the receivership over the property of the defendant in the State of Louisiana.
Thereafter, on April 6,1899, the suit which was instituted in the circuit court of Jackson county was removed to the circuit court of the United States, for the Western Division of the Western District of Missouri.
On the same day the Trust Company instituted a suit, in the United States Circuit Court, for the Western Division of Missouri, for the foreclosure of the mortgage against the Pittsburg Company, and for the appointment of receivers.
From and after April 1, 1899, said negotiations were continued and further negotiations were entered into between the various parties interested in the Pitts-burg, Shreveport, Fort Smith and the terminal companies, looking to and having for their object a consolidation of all of the said interests and properties.
Up to April 28th all of the suits and proceedings instituted, and had, in all the State courts, affecting . all the companies and their properties, were instituted and conducted by the respondents.
On the 28th of April, 1899, as a result of said negotiations, the Trust Company filed an amended bill in its case against the Pittsburg Company, in which the Fort Smith and the defendant, the Shreveport companies were made defendants, and the two latter companies entered their appearances by respondents, as their solicitors.
Immediately thereafter an ancillary suit was insti
Pursuant to said negotiations all ancillary suits pending in the State courts were then dismissed.
Pursuant to this general plan the United States Circuit Court, at Kansas City, appointed receivers for the Pittsburg Company, and by and through ancillary suits filed in the other States, the receivership was extended over the entire line, which included the properties of the Fort Smith and Shreveport companies.
Thereafter there was a final decree entered in the suit of the Trust Company against the Pittsburg, Shreveport and Fort Smith companies, and on March 19, 1900, all the property, stocks and bonds of said companies were sold, under said decree, and in pursuance of said plan of reorganization, to a purchasing or reorganizing company; and under said plan the Pitts-burg, Fort Smith and Shreveport companies received in exchange for their property, sold under said decree ----shares of stock and bonds of the new or consolidated company, which then owned the entire line of railroad extending from Kansas City to Port Arthur, including the terminals at each end thereof.
Respondents represented the ' Shreveport Company, the appellant, in all the proceedings in the United States Circuit Court, entered its appearances, filed all papers required, and represented it generally in all the proceedings.
Appellant introduced evidence tending to prove respondents did not represent it in said litigation, but did represent the Pittsburg Company, and that they had been fully paid for all services rendered the latter company.
Appellant filed motions for new trial and in arrest, which were overruled, and in due time appealed the cause to this court.
I. This is one of three suits instituted by respondents to recover attorney fees for legal services rendered in the litigation mentioned in the foregoing statement. Each was for $10,000. The first was against the Pitts-burg Company, the second against the Port Smith Company, and this is the third. The trial in each resulted in a judgment for respondents for the sum of $10,000. All of them have been appealed to this court. The first is reported in 180 Mo. 574, and the second in 199 Mo. 44, and both of them were affirmed. And we are now asked to pass upon the third.
The appellant earnestly contends that it did not employ respondents; that they did not represent it in the litigation mentioned; and that they performed no legal services for it; and asks this court to review the evidence in the case in order to verify its contention.
The position of the appellant seems to be that the Pittsburg Company was the owner of the appellant company, and that whatever services were rendered by respondents were for that company, and that they had been fully paid therefor by it.
There was a great deal of evidence introduced in this case tending to show the character of the litigation between the Trust Company and the various railway companies; the character of the services performed by respondents; the parties for whom they were rendered, and the value of those services. The appellant’s abstract of record devotes about one hundred and fifty pages of printed evidence to those matters, and respondents’ additional abstract contains twenty pages more relating to the same subjects.
With that idea in view, respondents contend that they instituted suit in the circuit court of Jackson county against the Pittsburg’ Company, and had receivers appointed therefor, and later had the receivership extended over the entire line, by courts of competent jurisdiction, in which ancillary suits were brought for that purpose; and that by these proceedings the continuous line, as one ■ entire railway system, was preserved, which fact greatly enhanced the value of the properties of all of said companies.
When the evidence in this record is viewed and weighed in the light of all the facts and circumstances surrounding the parties, the companies and their properties, we are unable to say there was no evidence which would warrant the court in finding for the respondents. While it is true there was no evidence of an express contract of employment, yet when we con
The facts in the case of respondents against the Fort Smith Company, hereinbefore mentioned, are substantially the same as are the facts in this case; and this court arrived at the same conclusions in that case that we have reached here.
Counsel for appellant have, with great learning and industry, collected, cited and discussed many cases bearing upon the question involved in this case; and we fully concur with them in the contention, that third parties do not become liable to an attorney for fees by reason of the fact that they are also equally interested in the case with his clients, and stand by without objection and accept the benefit of his services, which extends to all parties interested in the litigation. [2 Clark & Skyles on Agency, p. 2058.]
Respondents’ case is not based upon the theory that they had been employed by the Pittsburg Company, and that the services performed by them for it were equally beneficial to the appellant, and because of that benefit, the law would raise an implied promise on its part to pay them for those incidental services and benefits. The respondents plant their right of recovery against the appellant upon the same character of contract which it had with the Pittsburg and Fort Smith companies, and we concur in that view of the case.
In oral argument, counsel for appellant laid much stress upon the fact that the services were performed in a comparatively short period of time.
While it is true, the time taken in the performance of legal services should be taken into consideration in fixing the value thereof, yet it is of minor importance
The judgment of the circuit court was for the right parties, and it is affirmed.