United Brethren Church v. Vandusen

RyAN, C. J. We do not deem it necessary to decide whether, on the evidence in this cause, the church corporation is liable to Vandusen & Taft for the bell. It is certainly doubtful — a proper question of fact for a jury, in a proper action. But it is a question which could not be settled, to bind the corporation, by Vandusen & Taft's attorney and two of the trustees of the church, at an informal meeting. It was very proper for Mr. Coolbaugh, and Messrs. Ketchum and Tucker, two of the church trustees, in their personal capacity, to debate the question of the liability. But, in the absence of Jacobus, the other trustee, and without attempt to notify him, those two trustees could not hold an impromptu meeting of the trustees, to bind the church. And when they met at Tucker's house, they met as private persons interested in the subject, but without power to act for the corporation. Under the statute, R. S., ch. 66, sec. 12,* they could call a meeting of all the trustees; and, the meeting being lawfully convened, could bind the corporation within the scope of their authority. But a call is a eall of all the trustees, and a lawful meeting is one which [60] all have al least constructive opportunity to attend. A corporation is not representéd by every casual meeting of a majority of its governing body. And all the trustees, acting personally, without an authorized and official meeting, could not bind the church, even within the scope of the authority of the trustees. Angell & Ames on Corp., §§ 231, 489, 491, 492; Dennison v. Austin, 15 Wis., 334; Methodist Church v. Sherman, 36 id., 404. At the time of the giving of the judgment note for $1,804.21, according to the testimony of their attorney, Vandusen & Taft's claim for the bell amounted only to $438.10, with two years’ interest — a trifle under $500. The balance of the note was for alleged claims against the church of the two trustees who made the agreement to give the note, which, we are compelled to say, were, to use the mildest language, of a very suspicious nature. Had the meeting of the trustees Ketchum and Tocher been an authorized. and official one, and had the transaction been, otherwise fair, these trustees could not act for the corporation to bind it for an adverse interest of their own. Angell & Ames, §§ 9, 210; Walworth Co. Bank v. Farmer's L. & T Co., 16 Wis., 629; Picket v. School District, 25 id., 551. But we cannot look upon the transaction as otherwise a fair one. These suspicious claims of the trustees appear to have been then first raised, never to have had any sanction from any one interested except themselves, and to have been included in a note given to the other parties upon another consideration, for the purpose of incumbering the church property and subjecting it to sale so as to divest the title of the corporation. This was in itself a fraud in fact, and a violation of their duty as trustees. We cannot, in justice, say less. Tandusen & Taft were constructively, if not actually, parties to this fraud, and claim to enforce it. And the fraud in part taints the whole note. Story on Bills, § 187; Swartzer v. Grillett, 2 Pin. Wis., 238. Having, through their agent, obtained this note including a fraudulent sum for the benefit of others, [61] they cannot be beard to support it, pro tanto, on a Iona fide claim for their own benefit. The respondent might have contented itself with a motion to vacate the judgment. But it was entitled, not only to have the judgment vacated, but also to have the note and warrant of attorney cancelled. And this action is properly brought. Huebschmann v. Baker, 7 Wis., 542, and cases cited in Vilas & Bryant’s note; Brown v. Parker, 28 id., 21. Whether the trustees signing the note would be personally liable to Vandusen & Taft (Dennison v. Austin, supra), and whether the judgment in this case affects that liability, are questions not raised in the court below or argued at the bar. By the Court.— The judgment of the court below is affirmed. Footnotes [*] The section referred to reads: “ Any two of the trustees may, at any time, call a meeting of the trustees; and a majority of them, being lawfully convened, shall be competent to do and perform all matters and things which such trustees are authorized to do and perform.”