Union Iron Works Co. v. Union Naval Stores Co.

47 So. 652 | Ala. | 1908

DOWDELL, J.

— This is an action in trover to recover damages for the alleged conversion by the defendants of certain property described in the complaint. The cause was tried on the plea of the general issue. Many exceptions during the progress of the trial were reserved by the plaintiffs to the rulings of the court on the introduction of evidence. On the conclusion of the plaintiffs’ evidence, the court on motion of the defendants excluded all of the evidence hy the plaintiffs, on the ground that the plaintiffs had failed to make out a prima facie case, whereupon plaintiffs took a nonsuit.

The plaintiffs, for the purpose of showing titles to the property in question, introduced in evidence two promissory notes given by one McL. C'onoly to the plaintiffs for the purchase price of the property, and as to which ther«. was a retention of the title in the plaintiffs until the purchase money as evidenced by the notes was paid. On each of these notes was the following indorsement: “For valuable consideration the undersigned grants, bargains, sells, conveys, assigns, and transfers unto R. K. Coe, trustee, the within note, the debt evidenced thereby, the property therein described, with all the rights, title, and remedies under said notes and over said property, all without recourse on it directly or indirectly. [Signed] Union Iron Works Company, by James B. Ellis, President.” The plaintiffs’ evidence showed that James B. Ellis was president of the Union Iron Works Company at the time of the making of the indorsement, and that the indorsement was made before the commencement of this suit, and that said notes with said indorsements were delivered to the said Coe, trustee, and had been in his hands up to and at the time of the bringing of the suit. The plaintiffs’ evidence further showed that by an agreement among all the stockholders, directors, and officers of the plaintiffs’ corporation the “accounts” of the corporation, including the account for which the notes in question were given, were turned over to the said Coe, trustee. The plaintiffs also introduced in evidence a bylaw of the corporation which reads as follows: “The president shall be intrusted with the management and control of the business and property of the corporation under the direction of the board of directors.”

Under this evidence, the objection of the plaintiffs that it was not shown that James B. Ellis, as president, had authority to make said indorsements, is, we think. without merit.. As a general rule, Avhen a document is offered in evidence, it must be taken in its entirety; the parts operating against the interests of the party offering it, as Avell as the parts in his favor. 17 Cyc. p. 464. Besides, when the indorsement is taken in connection Avith the by-laAv introduced by the plaintiffs and the evidence of the agreement among the stockholders, directors, and officers of the company, although not made at a regular meeting, it Avould seem that the validity of the indorsement of the notes and the authority of the president to make the same is placed beyond all question. Certainly the president, pursuant to the agreement, acted under the direction of the directors in making the indorsement, and the by-law conferring general management and control of the property on the president, under the direction of the directors, furnished complete authority to the president to malee the indorsement. As to the agreement among the directors, stockholders, and officers, and the rights passing under such agreement, see Jordan & Co. v. Collins & Co., 107 Ala. 572, 576,18 South. 137.

By the indorsement of the notes the legal title passed to the transferee Coe. The plaintiffs’ oAvn evidence, and this undisputed, showed that at the time of the alleged conversion the plaintiffs had neither a general or special right to the property. On these undisputed facts the court might well have given the general charge, on request in writing, to find for the defendant; and this would have been the more ordinarily procedure. But as the same result Avas attained — that is, a judgment in favor of the defendant — on the motion to exclude and the exclusion of all of plaintiffs’ evidence upon the ground that a prima facie case was not made out. — we will not disturb the judgment.

There aro other assignments of error, but the view in ' which we have considered the case renders it wholly unnecessary to consider them. The judgment appealed from will be affirmed.

Affirmed.

Tyson, O. J., and Anderson and McClellan, JJ., concur.