Fralick v. Coeur D'Alene Bank & Trust Co.

RICE, C. J. The Interstate Telephone Company, a corporation, issued its negotiable bonds in the amount of $500,000, to secure which it executed and delivered to respondent Coeur d’Alene Bank & Trust Company, as trustee, a mortgage and deed of trust covering all of its properties. Thereafter, respondent Interstate Utilities Company purchased all the property and assets of the said telephone company, subject to said bond issue and the mortgage or deed of trust securing it, and guaranteed the payment of said bonds at maturity. Thereafter, said respondent Interstate Utilities Company issued $1,000,000 of its own negotiable coupon bonds, to secure which it executed and delivered to respondent Coeur d’Alene Bank & Trust Company, as trustee, a mortgage and deed of trust of all its properties. By the terms of these bonds and trust deeds the respondent Interstate Utilities Company was required to pay at the Hanover National Bank, New York, or at respondent Coeur d’Alene Bank & Trust Company, on April 1st and October 1st of each year, six per cent interest on the amount of the out — 111 — standing bonds. Said respondent Utilities Company deposited certain funds in tbe said Coeur d’Alene Bank & Trust Company, wbieb, it claims, constituted special deposits or trust funds, wbieb did not become general assets of tbe bank, and could be used only for the purpose of paying tbe interest coupons on said bonds. By tbe terms of the agreement under which respondent Interstate Utilities Company took over tbe assets of tbe telephone company it was provided that tbe bonds of the latter might be exchanged for bonds of tbe former. The Interstate Utilities Company deposited certain funds in the respondent Coeur d’Alene Bank & Trust Company, which, it claims, were deposited as a special fund for the adjustment of interest on the two issues of bonds when such exchanges were made. It claims that funds so deposited did not become a part of the assets of the bank, but constituted a special deposit or trust fund, which could be used only for the purpose of adjusting interest on exchange. Subsequent to such deposits the said bank became insolvent, and was taken in charge by appellants John G. Fralick, Commissioner of Finance, and Ezra R. Whitla, •his special deputy, in accordance with the statutes of this state, and an order of court based thereon. Respondent John F. Davies holds some of the bonds in question. He and the Interstate Utilities Company filed a petition, asking that all the deposits above mentioned be decreed to be special deposits or trust funds to be used only for the purpose of paying interest coupons on the bonds, and that a trust be declared and enforced upon all the assets of said insolvent bank in favor of said applicants to the extent of said deposits. The trial court found that the moneys so deposited were special deposits and trust funds, received and held by said bank for the sole purpose of paying the interest coupons or paying interest on exchange of bonds, and by its judgment impressed upon all the assets of said bank in the hands of appellants a trust to the amount of said funds so deposited, ordering that the appellants pay to the Interstate Utilities Company the amount of said funds, to \.lt, $12,258, to be held by it in trust for the use and benefit of the — 112 — owners and holders of the interest coupons on outstanding bonds. Appellants’ many assignments of error amount simply to this, that the court erred in finding that said deposits were special deposits or trust funds in giving applicants a preference over the other depositors and creditors of the bank. - The president and cashier of the bank, and the president of the Utilities Company, all testified that the only agreement is such as is to be gathered from the letters, vouchers and receipts which passed between the bank and the company. On April 30, 1920, the Interstate Utilities Company wrote the following letter to the bank: t “Enclosed find check for $11,400 to cover Interest Coupons due May 1, 1920, on bonds of this company, second issue, in hands of public. “Please open a special fund for this purpose and report to us at the end of each month on coupons paid from such fund, and oblige.” In reply, on May 1, 1920, the cashier of the bank sent the following letter to the Interstate Utilities Company: “We have your letter of April 30th, enclosing copy of letter from Lewis Williams and check for $11,400, for which accept our thanks. “At present we have an Interest Coupon Bond Account thru which payment is made of interest coupons presented for payment. Is that the account to which the $11,400 is to be credited or should another account be.opened to take care of the May 1st, second issue coupons.....” On May 4, 1920, the Interstate Utilities Company replied as follows: “Replying to your favor of the 1st inst., we would ask that you open a new -account to take care of the Interstate Utilities Company Bond Coupons payable May 1st and November 1st. “This will make four accounts with your bank — the General Account, the Interstate Telephone Company, Ltd., Bond Interest Fund, the Fund for payment of interest on Bonds — 113 — Exchanged, and the Interstate Utilities Company Bond Interest Fund. “We enclose pass book, which you will kindly balance as at April 30th when reporting Interstate Telephone Company, Ltd., coupons paid in April.....” On October 29, 1920, the Interstate Utilities Company sent the following letter to the bank: “Let this be your authority to transfer from the General Fund of this company in your bank, to the Bond Interest Fund of this company for payment of Bond Interest Coupons on 2nd issue Bonds, the amount of $4,603.50. “We enclose herewith our check in the amount of $7,015.50, which with the amount requested transferred as above, will total $11,619 for deposit in above fund, this being the amount of bond interest due on November 1st, on $387,300 bonds in hands of public.” The check referred to in this letter was in the following form: “INTERSTATE UTILITIES COMPANY, DR To Coeur d’Alene Bank & Trust Company, Coeur d’Alene, Idaho. Oet. 29 — -For deposit in Interest Fund, this Company for Bond Coupons due Nov. 1, I. U. Co. bonds, 2nd issue .........................................$7,015.50 Void if above portion is detached. Approved for Payment: Certified as Correct: (Signed) JOHN F. DAVIES, . (Signed) C. C. LESTER, Vice-President. Auditor. RECEIVED of The Interstate Utilities Company........$7,015.50 in full of above ace’t. This receipt duly executed, after having been properly approved and certified, becomes a cheek upon the funds of the company on deposit with COEUR D’ALENE BANK & TRUST CO., (Signed) C. S. HAMMER. EXCHANGE NATIONAL BANK Spokane, Washington. Place of Payment -. Date 10-30-1920.” — 114 — It was also shown that pass-books were issued upon these various accounts, and were balanced from time to time upon request. The form of receipt used with the approval of the Utilities Company for making payments from one of the funds involved in this case is as follows: Deposits in banks were formérly classified as general and special. When a general deposit was made the title to the money deposited passed to the bank, and thec relationship of debtor and creditor resulted from the transaction. When a special deposit was made the bank became merely a bailor, charged with the duty of safekeeping the deposit and returning it to the person entitled thereto. Growing out of the freedom of contract allowed to both the depositor and those engaged in the banking business, a third class of deposits has been recognized by some authorities which may be designated as a deposit for a special purpose. (7 C. J. 631.) In the case of the latter class of deposits the money deposited — 115 — is commingled with the general assets of the bank, but the bank acts as agent for the depositor. A fiduciary relationship arises between the depositor and the bank, similar to that existing between principal and agent. (See Southern Exchange Bank v. Pope, 152 Ga. 162, 108 S. E. 551; Peak v. Elliott, 30 Kan. 156, 46 Am. Rep. 90, 1 Pac. 499.) As between the' parties when such an arrangement is made, the general title to the deposit does not pass to the bank, and although it is not contemplated that the deposit will be kept intact and returned to the depositor, or delivered to the person for whose benefit it was made, yet it is in effect but another form of a special deposit. Some transactions between depositors and a bank do not classify into any of these classes. In such cases the courts give effect to the contract, and either enforce it or grant damages for its breach according as one remedy or the other may be appropriate. In the case at bar, the bank having become insolvent and its affairs having been placed in the hands of a receiver, the matter turns upon the question as to whether or not the deposit was a general one, title, to which passed to the bank. “Deposits of money made in a bank in the ordinary course of business are presumed to be general, and the burden of proof is on the depositor to overcome such presumption by showing that the deposit was made under such stipulations or directions as to constitute it a special deposit.” (Bank of Blackwell v. Dean, 9 Okl. 626, 60 Pac. 226.) “A bank deposit is subject to any agreement which the depositor and the banker may make as to it, so long as the rights of third parties are not injuriously affected.” (Shopert v. Indiana Nat. Bank, 41 Ind. App. 474, 83 N. E. 515.) The particular method of bookkeeping employed by the bank, unless brought to the knowledge of the Utilities Company, would not be controlling in this ease. (Missouri Pac. P. R. Co. v. Cont. Nat. Bank, 212 Mo. 505, 111 S. W. 574, 17 L. R. A., N. S., 994.) Nor would the statements of the officers of the bank that it had-never received special deposits. be controlling, since under the circumstances of this — 116 — case such statements expressed merely the conclusion of the persons making them. We are of the opinion, however, that the correspondence above referred to, and the forms of vouchers and receipts used, together with the fact that pass-books were issued and accepted covering these deposits, were sufficient to bring home to the Utilities Company the fact that the bank was treating these various deposits as general deposits. In the letter of May 1, 1920, the cashier of the bank refers' to the accounts carried in his bank, and asks to which account the check is to be credited. This letter is not ambiguous, and, as we understand it, can have no other meaning than that the cashier understood that the. accounts were to be handled and were being received in the usual manner of conducting a banking business, and that upon charging the amount to one of the accounts carried in the bank the depositor was to become a creditor of the bank. The Utilities Company’s letter of May 4th could convey no other meaning to the bank than that it acquiesced in the method adopted by the bank in handling these accounts. That letter speaks of the different accounts in the bank. It is true that in that letter the word “fund” is used several times, but it is apparent that the words “fund” and “account” are used interchangeably and synonymously. It is also true that the letters of the Utilities Company stated the purpose for which the deposits in controversy were being made. They did not, however, convey to the bank any intimation that the Utilities Company was making a special deposit, or was intending to retain title to the funds in question. The receipt referred to above, approved by the Utilities Company, contains the following: “This receipt duly executed, after having been properly approved and certified, becomes a check upon the funds of the company on deposit with the Coeur d’Alene Bank & Trust Co.” While the check referred to, if standing alone, might be interpreted as calling for a deposit for a special purpose for the benefit of the coupon holders, yet this check must be construed together with the letter transmitting it, and both must be construed in connection with — 117 — the previous correspondence. When all are construed together we think it is clear that the bank did not understand that it was receiving the money as a special deposit, title to which was to remain in the Utilities Company, or agree to accept it as such. If a bank accepts a deposit from A, under an agreement to pay it to B, the contract is one for the benefit of B. It has been held that such a contract creates a trust relationship in favor of B, and that in case of insolvency of the bank the trust relationship will be recognized and B is entitled to recover the trust fund if it can be traced into the assets of the bank. (Woodhouse v. Crandall, 197 Ill. 104, 64 N. E. 292, 58 L. R. A. 385.) We think this rule is correct if B did not consent that the deposit should be considered as one for his credit. The evidence in this case, as we construe it, fails to show a contract which gave the holders of the coupons any right of action against the bank. On the contrary, the coupons were treated the same as checks upon the bank and were credited to the proper account. We have been cited to few, if any, cases which are in point upon the facts. The cases of State Building & Savings Assn. v. Mechanics’ Savings Bank & Trust Co. (Tenn.), 36 S. W. 967, and Mutual Accident Assn. v. Jacobs, 141 Ill. 261, 33 Am. St. 302, 31 N. E. 414, 16 L. R. A. 516, are somewhat analogous. The judgment is reversed, with costs to appellants. Budge and Dunn, JJ., concur in the conclusion reached. McCarthy, J., dissents. (December 4, 1922.)