Phillipps v. Birmingham Industrial Co.

SAYRE, J. The equity of the bill is to be found in its merits as a bill for an accounting. The bare relation of principal and agent will not give jurisdiction to courts of equity to entertain a bill by the former against [514] the latter; hut where the relation partakes of a fiduciary character, and the matters of which an accounting is sought are peculiarly within the knowledge of the agent, a bill for an accounting will be entertained. In Hoisted v. Rabb, 8 Port. 63, the defendant had been employed as clerk or agent to take charge of a mercantile establishment of complaint, who at sundry times-furnished invoices of goods. The defendant had not fully accounted. On bill filed, Goldthwaite, J., said: “It would be difficult to conceive of a matter of account cognizable in equity, if the facts stated in the bill will not authorize the interference of a court of chancery and support its jurisdiction.” In the case of Hall v. McKellar (155 Ala. 508) 46 South. 460, it was shown in the bill that the defendant, being an agent of the complainant’s mother, had managed her estate, consisting of plantations, for several years, and at the time of her death had taken possession of a large portion of her personal property, and that complainant had no means of ascertaining how the account of the agency stood. Complainant had made frequent demands for a statement of the account and delivery up of the property. These facts were held to show a fiduciary relation, and it was said: “The accounting by the agent is sufficient to give the court jurisdiction.” That bill sought discovery also; but the equity of the bill was unequivocally planted upon the fiduciary character of the relation between the complainant and defendant. And in Enslen v. Allen, 160 Ala. 529, 49 South. 430, it was held that an agency to manage an estate created a fiduciary relation between principal and agent. In Makepeace v. Rogers, 11 Jur. (N. S.) 215, the plaintiff had employed the defendant- to manage his landed estates. The vice Chancellor, overruling a'demurrer, said: “So far as I understand the law, I am unwilling that there should be the slightest doubt cast up [515] on it. The bill is one by a landowner against a person whom he says he has employed as agent and manager of his estates, and who, he also says, has received moneys in the course of his acting while in that employment, and has not rendered proper accounts. I conceive that, wherever the relation between the person who seeks an account and the person against whom he seeks it partakes of a fiduciary character, a trust is reposed by the plaintiff in the defendant, and that the-trust is not the same as is represented to exist in the ordinary employment of an agent, such as a builder or other tradesman. The fiduciary character of the employment imposes upon the person employed the duty of keeping accounts and of preserving vouchers; and according to the old law, which I trust will continue to be the law of this court, a bill for an account may bellied and sustained.” On appeal that decree was affirmed, it being noted that doubtless, if there had been an account stated between the parties, or if the bill had made no case of general agency, alleging only an isolated agency transaction, such, we note, as was the case in Knotts v. Tarver, 8 Ala. 743, and Crothers v. Lee, 29 Ala. 337, it would have been necessary to show special' circumstances to induce the court of chancery to grant relief. — 4 De G., J. & S. 649. In Foley v. Hill, 2 H. L. C. 28, a hill was filed against a banker, and Lord Cottenham, after pointing out the trust relation between principal and factor, used this language: “So it is with regard to an agent dealing with any property. ITe obtains no interest himself in the subject-matter beyond his remuneration. He is dealing throughout for-another ; and, though he is not a trustee according to the strict technical meaning of the word, he is quasi a trustee for that particular transaction for which he is engaged, and therefore in these cases the courts of equity have assumed jurisdiction.” The relation between banker and cus [516] tomer was, however, distinguished, and held not to be fiduciary in its nature. Mr. Pomeroy, in his work on Equity Jurisprudence, states as among the instances in which the legal remedies are held to he inadequate, and therefore, a suit in equity for an accounting proper, those cases where a fiduciary relation exists between the parties, and a duty rests upon the defendant to render an account. — 4 Eq. Jur. § 1421. And in the note, after stating that the mere relation of principal and agent, without more— the relation not being really fiduciary in its nature, and no obstacle intervening to a recovery at law — is insufficient to enable a principal to maintain the action against his agent, he adds: “But where the relation is such that a confidence is reposed by the principal in his agent, and the matters for which an accounting is sought are peculiarly within the knowledge of the latter, equity will assume jurisdiction” — and to this he cites a number of authorities, among them some of those which we have noticed. To the same effect are Thornton v. Thornton, 31 Grat. (Va.) 212; Taylor v. Tompkins, 2 Heisk. (Tenn.) 89. Dargin v. Hewlitt, 115 Ala. 510, 22 South. 128 and Hulsey v. Walker County, 147 Ala. 501, 40 South. 311, relied on by the appellant, are to be distinguished from the case in hand. In both the reliance seems to have been on the complication of accounts and the necessity for a discovery. In both it was denied that there was difficulty in the accounting sought such as would confer jurisdiction. In the first-named case there was no intimation that a fiduciary relation existed between complainant and defendant; in the latter that inquiry was expressly pretermitted, though it seems also to have been held that the party whom the bill sought to hold to an accounting belonged to a class of public officers of whom it was said in State v. Bradshaw, 60 Ala. 239, that they [517] hold public trusts, but their official trusts are not of the class which we are accustomed to characterize as private or personal trusts. The question then is whether the bill in this case shows a fiduciary relation between complainant and defendant. Appellant (defendant), being the owner of a large tract of land in Bussell county, which he was. engaged in cultivating with a full corps of share croppers and wages hands, on June 12, 1907, sold and conveyed the same to the appellee. On June 15th, thereafter, the parties entered into an agreement concerning the completion of the Avork of making and gathering the crop for the then current year, which will be found in the statement of the facts to be made by the reporter. The bill alleges that the defendant, in flagrant disregard of the obligations of the trust assumed by him, had procured the removal from the premises of all of the old cotton seed, that he had done all in his power to thwart the efforts of complainant to put the land in cultivation during the year current at the time of the filing of the-bill (June 20, 1908), and had failed and refused to render an account of his stewardship, the details of which rest entirely with the knoAvledge of the defendant. An accounting, and other relief, is prayed for, and a decree that defendant pay to complainant what should be found due, and the delivery up of vouchers, receipts, and other documents belonging to the complainant. On consideration of the facts averred, in connection with the principles of law announced, we hold that the decree of the chancery court, overruling the demurrer to the bill, was a proper decree. Affirmed. Dowdell, C. J., and Anderson and McClellan, JJ., concur.