Commonwealth Brokerage Co. v. Oil Fields Corporation

Hart, C. J., (after stating the facts). We are of the opinion that the decree of the chancellor was correct. ■ . In the first place, the evidence in the record shows that Gordon Ingalls and his associates, who organized the Commonwealth Brokerage Company and who owned all of its stock, were the managers of that corporation and also of the Oil Fields Corporation. Gordon Ingalls was the president of both corporations and managed the affairs of both of them. He was assisted by his associates, who owned the remaining stock in the Commonwealth Brokerage Company. No authority was ever given Gordon Ingalls or his associates by the Oil Fields Corporation to employ brokers to sell the interests of the common-law trust who composed that corporation, and there was no necessity for them to do so. Gordon Ingalls was president and manager of the Oil Fields Corporation, and it was his duty to sell the interests in the oil and gas leases held by the corporation. His pretended employment of the Commonwealth Brokerage Company for that purpose resulted merely in hiring himself and his associates to do what it was their- duty to do under the positions held by them in the Oil Fields Corporation. In the second place, the claim of the Commonwealth Brokerage Company was properly disallowed for another reason. As we have already seen, the board of directors of the Oil Fields Corporation did not authorize the Commonwealth Brokerage Company to act as its agent in selling oil leases or any interests therein, nor did it authorize the Commonwealth Brokerage Company to advance any money for it to be used in satisfying its payroll or for any other purpose. Hence the action of Gordon Ingalls in paying out of its funds sums of money to be used in paying the debts of the Oil Fields Corporation was a voluntary payment merely, and the Oil Fields Corporation cannot be held liable for such payment. The rule is well settled that, when a person or corporation, without mistake of fact or fraud, pays money on a demand which is not enforceable against him, the payment is deemed voluntary, and cannot be recovered. Donaghey v. Williams, 123 Ark. 411, 185 S. W. 778; and Tancred v. First National Bank of Fort Smith, 130 Ark. 520, 197 S. W. 1178. A cross-appeal was granted tbe Oil Fields Corporation on tbe theory that tbe chancellor bad erred in not giving it judgment against tbe Commonwealth Brokerage Company for certain funds belonging to tbe common-law trusts above mentioned and which bad been secretly appropriated by Cordon Ingalls and bis associates. An examination of the record shows that no such judgment appears in tbe transcript. Hence there is nothing for review on the cross-appeal. It follows that the decree of the chancellor will be affirmed.