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06/04/34 ROGER ANGSTMAN CO. v. LIGGETT SPRING &

June 4, 1934

ROGER ANGSTMAN CO.
v.
LIGGETT SPRING & AXLE CO.; ANGSTMAN V. LIGGETT SPRING & AXLE CO.



SYLLABUS BY THE COURT

1. APPEAL AND ERROR -- CASE TRIED WITHOUT JURY -- EVIDENCE.

On appeal in action at law tried without a jury where no error is assigned that judgment was against the preponderance of the evidence nor motion for new trial made, Supreme Court will not weigh the evidence but merely determine if there was any evidence to support the judgment (Court Rule No. 64 [1933]).

2. CONTRACTS -- CORPORATIONS -- FAILURE TO FIND FRAUD.

Failure of trial court to find fraud or collusion between general manager of corporation and other parties to contracts relating to salary, royalties and commissions held, justified by the record.

3. CORPORATIONS -- CONTRACTS -- AUTHORITY OF GENERAL MANAGER.

Evidence in action of assumpsit by sales manager for salary and royalties and commissions on automobile bumpers held, sufficient to support finding of court that general manager had authority to act for corporation.

4. CORPORATIONS -- PRINCIPAL AND AGENT.

Corporations are bound by the acts of their agents to the same extent and under the same circumstances as natural persons.

5. CORPORATIONS -- LIMITATIONS ON AUTHORITY OF GENERAL MANAGER.

Limitations on authority of general manager of a corporation are not binding on third parties unless communicated to them.

The opinion of the court was delivered by: Bushnell

Appeal from Ingham; Carr (Leland W.), J. Submitted April 18, 1934. (Docket Nos. 37, 38, Calendar Nos. 37,678, 37,679.) Decided June 4, 1934.

Separate actions in assumpsit by Roger Angstman Company, a Michigan corporation, and Roger W. Angstman against Liggett Spring & Axle Company, a foreign corporation, for sums due on contracts relating to salary, royalties and commissions and on the common counts. Cases tried together. From judgments for plaintiffs, defendant appeals. Affirmed.

BUSHNELL, J. These are actions in assumpsit. The plaintiff in the case of Roger W. Angstman v. Liggett Spring & Axle Company declared upon the common counts, and especially upon a written contract dated January 1, 1923. The case of The Roger Angstman Company v. Liggett Spring & Axle Company was also based upon the common counts, and especially upon a written memorandum in the form of a letter dated October 21, 1927, addressed to plaintiff, The Roger Angstman Company, and signed by defendant, by its general manager. By stipulation of counsel, the proofs taken in both cases, which were tried and submitted together, a jury having been waived, were taken as the proofs in each. Judgments were entered against defendant as follows: In favor of The Roger Angstman Company, a corporation, in the amount of $4,919.90 for unpaid royalties and commissions, and in favor of Roger W. Angstman, personally, in the amount of $12,256.51, for salary accruing from date of breach to date of expiration of the contract, plus one per cent. on gross sales.

A rather extended statement of the facts seems necessary. Roger W. Angstman, describing himself as an automotive sales engineer, has maintained an office in Detroit since 1927. The defendant company has its office and principal place of business at Monongahela, Pennsylvania, where it operates a factory in which are made springs, trailer axles, trailer springs and similar products. All of its stock, excepting 10 lost shares, belonged to the estate of W. G. Park, which estate, including the defendant company, has been for years administered by the Farmer's Loan & Trust Company of New York City, through a board of five directors. John S. Skelly, a director of defendant company since 1907, its vice-president since 1917 and its president since 1928, acted as a general advisory representative of the trust company. The bulk of Skelly's time, however, was spent as president and general manager of the Coshocton Iron Company, located adjacent to defendant's plant.

Prior to 1926, J. H. Neuhart was defendant's secretary-treasurer and general manager, and it was he who signed the 1923 contract. In 1927, the company advertised in the Detroit papers for a factory executive, and E. E. Ackerman, now deceased, replied and was later made general manager by Skelly, on the suggestion and advice of Angstman, so it is claimed. It was Ackerman who signed the written memorandum of 1927. Ackerman was made a director on January 10, 1928, but was discharged a few months later.

In 1922, the defendant company, desirous of increasing its automotive spring leaf business, employed Angstman and, at his suggestion, began the manufacture of bumper parts for automobiles. The Angstman company's claimed interest in a contract executed in 1927 for the sale of these parts to the Olds Motor Works led to the present litigation.

The contract given Angstman in 1923 designated him as sales manager for a period of three years; it was renewed in 1926 for three additional years and terminated on a month's notice given on February 2, 1928. Plaintiff Angstman was authorized to handle sales and quote prices, under the direction of the company, and to solicit business in its name. His compensation was fixed at $500 per month and one per cent. on the invoice amount of all business done by the company, except that known as "vehicle" and vehicle "export." Angstman handled this and other business from an office located in Detroit. It was mutually agreed "that all agreements for the sale of the product herein mentioned are subject to the company's approval and must be signed by an officer of the company before being valid."

In 1925, Angstman formed a Michigan corporation known as the Roger Angstman Company, to engage in sales engineering. He owned or controlled all the capital stock. The 1927 agreement is with this company.

Angstman had met an inventor, by the name of Duffy who had developed an automobile bumper with two new features. This device was eventually named the "Liberty Bumper." After spending some money and considerable time on Duffy's idea, Angstman secured an exclusive license for its use on November 2, 1927, paying Duffy a considerable sum as an advance on royalties. Angstman testified that he thought Duffy had filed a patent application. This ...


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