South-Side Town, Mining & Manufacturing Co. v. Rhodes

The opinion of the court was delivered by HortoN, C. J.: This was an action by the plaintiff against the defendants for the recovery of lots one and two, in block nineteen, in Ford’s addition to the city of Galena, in Cherokee county. The legal title of the lots is in the plaintiff, but [232] tbe defendants claim to be the equitable owners thereof under a verbal contract for the conveyance of the premises to them, the taking possession under such contract, the payment of the contract-price, and the making of valuable improvements thereon of over three hundred dollars. Upon the trial, judgment was rendered in favor of plaintiff for the recovery of possession of lot two, and that defendants were the equitable owners of lot one. It is insisted that the defendants were not entitled to judgment in their favor as regards said lot one. We have examined the evidence produced upon the trial, and are satisfied that there are sufficient findings of the jury, not set aside by the trial court, to support the judgment against plaintiff. It is immaterial whether William March was in May, 1877, the agent of the railroad company owning the premises, or the agent of the South-Side Town and Mining Company, subsequently called the South-Side Town, Mining and Manufacturing Company. Some preliminary arrangements were made by John H. Rhodes with William March, about May 7,1877, concerning the purchase of the property in controversy. At that time, the lots were not surveyed. In the latter part of May, 1877, after the South-Side Town and Mining Company was organized, March told Rhodes that he was out of the company, but asked W. J. Lea, the secretary of the company, to go and show Rhodes a good lot. Lea, with Howard Gove, one of the directors of the company, went and showed him the lot. It was then understood that he was to have the lot for twenty-five dollars, and after that he moved his house upon it. Under an arrangement with W. B. Stone, the superintendent and general manager of the. company, he commenced to work for the company on July 23, 1877, to pay for the lot. He paid for the same with his labor, and ever since the defendants have been in the actual, open and exclusive possession of the premises, with the knowledge of plaintiff. It is contended that the plaintiff did not sell the lot to defendants, or consent to any sale being made, upon the theory that before Lea’s or Stone’s contract for the sale was binding [233] upon the company, it should have received the approval of the board of directors. We do not think that this was necessary. If the company, through its secretary, superintendent, and general manager, made a verbal contract to sell the property in question to the defendants, who paid the purchase-money, and were put in and took possession, and while so in possession made the valuable improvements testified to, they thereby acquired the equitable title to the lot, aud are entitled to the legal title. (Bayer v. Cockerill, 3 Kas. 282; Galbraith v. Galbraith, 5 id. 402.) The evidence shows that the membership of the company was confined to a few persons only; that they all-had knowledge of the improvements made by defendants upon the premises, and that the defendants were in possession thereof; and as the company accepted the contract-price for the lot, it is now too late for the company to say that the sale to the defendants was irregular or invalid because its officers did not act in conformity with some rule or by-law of the company requiring all sales to be submitted to the directors for their approval. If the secretary and general manager violated any rule or by-law, they may be responsible, but the rights of the defendants are not to be prejudiced thereby. There being testimony in support of the claim of the defendants, contradicted though it was, if the jury chose, as they had a right, to believe it, and to disbelieve the evidence on behalf of plaintiff, or give it less weight, we can only, in accordance with well-settled rules in such cases, let the judgment stand. It will therefore be affirmed. All the Justices concurring.