The Worthington advance. [volume] (Worthington, Minn.) 1874-1908, 1878-08-22
SUPREME COURT,
PULL TEXT OF DEc1s1oNaE1LED.


FULL TEXT e OF Dzc1s1ovsEz1zn
DenedictM. Goldsmidt, Appellant, vs..
Trustees ofthe First Methodist, Epis-
b copal Church in WOrthington, Mimi,
s. Respondent. ~sss55 -. III :,
OPINION.
The defendant is religious corpora,
ton Incorporated under title 4, chap.
81, gen. statutes. by its trustees it
executed several prOmissory notes, da-
ted July LIST, 1873, but not delivered till
Feb, 1875, payable to the order Of A. r.
Miller at different times for different
sums. ~Ylleya~were executed to secure
the. purchase money of real estate sold
the corporation. In Feb, 1875, Miller
pledged five of these notes to one Bart.
lett to secure 4 debt which he owed to
Bartlett, and endorsed in blank aud
delivered them to Bartlett.
These notes fell due 1T various dates
between July 1st,, 1876. and July LIST,
1873, and the principals thereof amount
ed to -, $780,; Subsequent to the con-
TRACT of pledging Miller for part of
the debt which he owed, Bartlett exc
cmted to him a promissOry note for ST..
$40. and it was then agreed between
them that if such note was not paid at
maturity BARTLETT might make the
money out of the pledged notes in the
best way he could, and that he might
sell the same tor that purpose. This
note to Bartlett fell due III August,
1875, and was not paid, and Bartlett
thereupon notified Miller by letter that
if it was not paid within ten days he
would make the best disposition he
could Of the pledged notes to raise the
money, either by public or private sales.
III January, 1875. Miller assigned the
pledged notes to plaintiff. At an in
formal meeting, at which were present
4 majority Of the defendants, it being
understood that the pledged notes could
he bought from Bartlett for about ST.
700, it was agreed that the notes should
lie bought and the funds which defend
ant had on hand used in paying for
them so far as such funds would 90, one
of the trustees agreeing to advance the
remainder. In December, 1875. this
trustee concluded with an agent OF
Bartlett, in whose hands the notes were
for sale, Il contract for the purchase of
them at abont 81 200, there being then
due on the notes about $1,000, and the
consideration for such purchase was
paid at different times, partly with the
funds of the corporation and partly
with money furnished by three Of the
defendants trustees. Upon the point
,0hether the trustee or trustees purchased
individually the finding Of the court be-
lo'c IS rather tndetnate and confused. 1t
f1nt II,
trustees who advanced the money in
excess Of the funds of the corporation
used for the purpose were personally ill.,
terested. and assumed and intended to
act as individuals, and not as trustees
Of the church, and then proceeds: 1.-The
evidence upon this point Of the case
does not sufficiently disclose the whole
transaction to enable the court to find
distinctly ard satisfactorily the entire
facts. am led, however, to the con-
clnsion. and find as matter of fact, that
although Safer, Sutton and Bigelow
(the purchasing trustees) made the
purchase us individuals, there having
been, perhaps, no legally delegated au-
thority to represent the church us Il
corporation, yet they made such purcll-
ase with the intent and understanding
that it should enure to the benefit Of the
defendant, whose funds they used for
such purpose, and that the purchase
WAS really made on account of, and in
behalf Of, the defendant, and that it
was subsequently understood by the
trustees of the defendant to have been
80 done, they having acquiesced in, and
thereby ratified such appropriation of
trust funds. We infer from this find
ing that the three trustees supposed
they had authority to make the purcll-
ase for the corporation, and they made
it assuming to act under that supposed
authority, and this act being ratified
Ivy the corporation, it must stand as the
act OF the corporation. At the time of
the purchase the three trustees knew
tina notes were held by Bartlett rs COL
lateral security merely. no notice of the
time and place OF sale, nor Of his inten-
ton to sell, except by the letter wehave
referred to, was ever given by Bartlett.
Tie first question III the case is, had
Bartlett the right to sell at private sale,
and without any notice to Miller of the
time and place Of sale?
The pledge of personal property to
secure a debt generally rests in the
pledge the power to make the money
by a sale of the property without a de.
cree Of court. 1t has been affirmed that
this power to sell does not attach to !,
pledge Of negotiable paper. Wheeler
vs.. Newbould, 16, N. Y, 1872. 1t is not
necessary to decide the point in this
case, for by the agreement between the
pledgor and Pledge the latter was au.
thorized to make the money out of the
notes pledged in the best way he could
and sell the same for that purpose. 81
that so far as the power to sell was con
cerned, the pledge was put upon the
same footing as though the law had, as
III case of Il pledge of other property at
tlcled, such power to sell. In case OF
a debt pledged the Pledge may receive
payment Of the debt, and may sue fol
| and collect it. White VS.. Phelps ant.
to receive payment, to sue for and col
lect, and to sell. are the only ways in
which the money can he made out Of
pledged negotiable paper, and the agree
ment between the pledGOr and pledges
in this instance authorized the pledges
| to resort to either of them, and he re
] sorted to the latter. 1t was competent
for the parties to agree how the sal,
should Ike made, but without any sucf
agreement and where the power to sci
is merely given the power will be con
struel to be such 4 power as exists il
respect to pledges generally and mus
be exercised in the same way. In re
spect to pledges generally the power cal
he exercised only upon reasonable no
tice to the deb.o or to redeem and of tin
time and place If sale.
Wheeler VS.. Newbold' (ante.)
White VS.. Phelps (ante.)
Stearns vs.. Marsh, DEMO, 227.
s Cortaylou VS.. Lansing, 2 Comescas
No.'>
T This notice is essential to secure fair
ness in the transaction, and to enabl
The pledgor to protect his interests.
The notice in this case was only O
an intention to sell without specifyin,
Etime or place, and was similar to tina
Fin Wheeler vs.. Neub Id, concernin,
+ which tile court said ''if the credito
does 10 more than give the notice of hi
i intention to sell without saying wl,el
or where. or iIt what manner In f}e