Stitzinger v. Truitt

KOFORD, P. J.

Plaintiff recovered judgment for $5,750 for the construction of an oil well derrick. Two only of the defendants appeal—Miller and Ragos. They were personally served "with summons. The points raised by these appellants are in general that the facts surrounding the making of the contract for the erection of the derrick were such and the nature of the written articles forming the syndicate was such that no personal judgment should have been given against them.

The amended complaint alleges that the syndicate is a business trust. The joint answer of these appellants and the syndicate is equivocal, denying that the syndicate is other than the articles constitute it. The court finds that defend

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ants Truitt, Miller, and Ragos organized the syndicate “which was purported to be a trust but which was in truth and in fact a copartnership of which the said three named defendants were the copartners.”

Other findings of the court follow: That the articles provided that the business and property of the syndicate should be managed by a board of three trustees. That Miller, Ragos, and Truitt, each owner and holder of two units or shares in the syndicate, were elected trustees and they were respectively chairman, secretary-treasurer, and manager. That the articles provided that no expenditure over $500 should be allowed or approved without the previous consent of the trustees. (Art. 12th and 17th.) “That contrary to said provision but for and on behalf of said copartnership, and within the scope of his authority as the manager and a co-partner, defendant Truitt made . . , the contract with plaintiff, which contract was necessary for the copartnership to carry out the terms of the oil and gas lease taken by the co-partnership . . . (the syndicate).” That said contract was made by Truitt as member and manager of said copartnership, for its best interests, in its name and on its behalf, but without the knowledge or consent of Miller or Ragos. That plaintiff had no knowledge of this provision of the articles nor of any agreement or understanding whereby the authority of Truitt was limited, but that plaintiff was informed by Truitt that Miller and Ragos had authorized him to contract for and to go ahead with the construction of the derrick; that plaintiff relied on these statements, made the contract, and constructed and completed the derrick in good faith and without knowledge that such was without the knowledge or consent of appellants. That appellants, after knowing of the beginning of the erection of the derrick, advertised publicly for the sale of units and in doing so put forward the statement that the lumber was on the ground and that a derrick was going up. That in an application to the corporation commissioner and to various prospective purchasers of units at the leased premises at different times between February 18th and April 1st, appellants represented that the derrick had been paid for and was the property of the syndicate.