Aydlett v. . Major Loomis Co.

DeviN, J. The appellant’s principal assignments of error are addressed to the denial of its motion for judgment of nonsuit, and to the charge of the court to the jury. Upon consideration of the facts presented by the record before us, we are of opinion, and so decide, that the motion for nonsuit was properly denied, and that the evidence offered warranted the peremptory instruction given by the court. The authority of the treasurer and general manager of the corporation to enter into the financial agreement alleged, for the purpose of inducing the purchase of a portion of the. corporation’s issue of additional shares of stock, on the evidence adduced, cannot be successfully controverted. Watson, Trustee, v. Proximity Mfg. Co., 147 N. C., 469; Bank v. Dunn Oil Mill Co., 157 N. C., 302; Morris v. Basnight, 179 N. C., 298; Lumber Co. v. Elias, 199 N. C., 103; Warren v. Bottling Co., 204 N. C., 288; While v. Johnson, 205 N. C., 773. A person dealing with the corporation and purchasing a considerable amount of a new issue of stock would have a right to act upon the apparent authority of the treasurer and general mahager to make a contract, in good faith, in the interest of the corporation, to induce the purchase. Watson, Trustee, v. Proximity Mfg. Co., supra; Trollinger v. Fleer, 157 N. C., 81; R. R. v. Smitherman, 178 N. C., 595; Cardwell v. Garrison, 179 N. C., 476; Lumber Co. v. Elias, supra. The fact that some of the plaintiff’s shares of preferred stock were being redeemed by the corporation was known to the entire board of *551 directors when tbe payments were begun in 1929, and no notice of objection thereto was given to tbe plaintiff until 1935. While this may not have been conclusive evidence of ratification, it negatives tbe idea of concealment or advantage taken. Neither in tbe pleadings nor in tbe evidence is there any suggestion of collusion or fraud. Tbe corporation was not prohibited by statute nor by its charter from purchasing certain shares of its own preferred stock for future disposition by the company. The dividends on the stock were being paid. The corporation was solvent. No rights of creditors were involved. Blalock v. Mfg. Co., 110 N. C., 99; Hospital v. Nicholson, 189 N. C., 44; Thompson v. Shepherd, 203 N. C., 310; Byrd v. Power Co., 205 N. C., 589; C. S., 1166, 1174. In no view could the cause of action be held to have been barred by the three-year statute of limitations. The last repurchase of plaintiff’s stock by the defendant was 1 November, 1930. Under the contract she could not have requested another purchase until the expiration of three years thereafter. Request was made 8 August, 1935, and refused. Suit was begun 9 December, 1935. The cause of action does not accrue until the injured party is at liberty to sue. The statute of limitations begins to run only when a party becomes liable to an action. Eller v. Church, 121 N. C., 269; City of Washington v. Bonner, 203 N. C., 250; Peal v. Martin, 207 N. C., 106. The provisions in the certificate of stock giving the corporation the option to call the stock for redemption at $105 do not conflict with the agreement giving the plaintiff the right to require the repurchase of limited amounts of her stock at par. The contract evidenced by the issue and acceptance of the certificate cannot be held to abrogate the previous agreement with the plaintiff, which is not inconsistent therewith. Byrd v. Power Co., 205 N. C., 589. The exceptions to the ruling of the court below upon the admission of evidence are without substantial merit. In the trial, we find No error.