Board of Trustees v. Peoples Bank

538 So. 2d 361, 1989 WL 1317
CourtMississippi Supreme Court
DecidedJanuary 4, 1989
Docket58100
StatusPublished
Cited by3 cases

This text of 538 So. 2d 361 (Board of Trustees v. Peoples Bank) is published on Counsel Stack Legal Research, covering Mississippi Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Board of Trustees v. Peoples Bank, 538 So. 2d 361, 1989 WL 1317 (Mich. 1989).

Opinion

538 So.2d 361 (1989)

BOARD OF TRUSTEES of STATE INSTITUTIONS OF HIGHER LEARNING, et al.
v.
PEOPLES BANK OF MISSISSIPPI, N.A.

No. 58100.

Supreme Court of Mississippi.

January 4, 1989.
Rehearing Denied February 22, 1989.

*362 Mike Moore, Atty. Gen. by Ed Davis Noble, Jr., Asst. Atty. Gen., Jackson, for appellants.

Donald C. Woods, Keyes, Moss, Piazza & Woods, Jackson, for appellee.

EN BANC.

DAN M. LEE, Presiding Justice, for the Court:

Peoples Bank of Mississippi initiated this action against the Board of Trustees of State Institutions of Higher Learning and/or the University of Mississippi School of Dentistry to recover on a proposed lease assigned to the bank by Southern Copier Corp.

The initial complaint in this case was filed in the Circuit Court of the First Judicial District of Hinds County, Mississippi, on October 7, 1983. On March 1, 1985, the Circuit Court of the First Judicial District of Hinds County transferred jurisdiction of the case to the Chancery Court of the First Judicial District of Hinds County. Following this action, Peoples Bank refiled a complaint in the chancery court with affidavits and the Board of Trustees filed answers on September 10, 1985, with supporting exhibits.

Peoples Bank's second complaint alleges that it was a holder in due course of a lease between the University of Mississippi School of Dentistry and Southern Copier Corporation; therefore, Peoples Bank contends that they were not subject to the claims or defenses that the University of Mississippi may have had against Southern Copier Corporation. Consequently, Peoples Bank sought judgment for the lease payments that would have remained unpaid under the proposed lease had it not been cancelled, in addition to a reasonable attorney's fee.

The Board of Trustees argued that the proposed lease which was attempted to be assigned on August 21, 1981, was never completed or submitted to the proper state supervisory agency for approval and execution. The Board also correctly contends that no lease was completed or signed until October 21, 1981, and it was for ten months — not 60 months. The lease also provided for cancellation upon 30 days' notice, which, in the course of events, was complied with and terminated on February 22, 1982. Moreover, the Board of Trustees points out that, according to statute, Bob Norsworthy, Jr., director of business administration for the School of Dentistry, did not have the final authority to sign the proposed lease or any other lease on behalf of the University of Mississippi.

At trial, the chancellor found that Bob Norsworthy, Jr., possessed apparent authority to sign the lease. Judgment was awarded to Peoples Bank against the University of Mississippi in the amount of $70,000 plus attorney's fees of $23,331, totalling $93,331, together with interest and all costs. The Board of Trustees appeals and assigns one error. Finding merit in this assignment, we reverse and render.

STATEMENT OF THE FACTS

A chronological time table reveals these events:

*363 (1) On July 22, 1981, Bob Norsworthy, Jr., director of business administration, University of Mississippi School of Dentistry, at the University Medical Center (UMC), negotiated and signed a proposed lease with Southern Copier Corporation (Southern Copier) for the lease of four Minolta copiers and accessories for the School of Dentistry.
(2) On July 27, 1981, following the signing of the proposed lease, Norsworthy (UMC) prepared a purchase request in accordance with the terms of the July 22, 1981, proposed lease. With the proposed lease attached to the purchase request, Norsworthy submitted these documents to the UMC purchasing department for approval and authorization.
(3) On August 21, 1981, after obtaining Norsworthy's signature on the proposed lease, Southern Copier assigned several leases, including the proposed UMC lease, to Peoples Bank as collateral for a $50,000 line of credit.

All of the above events took place prior to the approval of the proposed lease by the UMC purchasing department. The purchasing department followed a strict procedure in obtaining equipment for each department. The procedure by which UMC purchases equipment was explained by Mr. Norsworthy:

At that point, it's strictly — a purchase requisition is a request to the purchasing department and the accounting department at the Medical Center to obtain the materials or whatever that you are seeking. Once that requisition leaves my office, it then goes to the purchasing department for verification of completion of the form and then it goes to the accounting department at the Medical Center for availability of funds within that fiscal year, and Mr. Zimmerman will sign it at that point. It then goes back to the purchasing department and the purchasing department then, if it is with a company that has a State contract, then it will go — the request is submitted by way of a purchase order to the vendor.

This necessarily required a three-step procedure to obtain a valid lease, a common procedure well known to Mr. Norsworthy, as well as to Ben Walker, sales representative for Southern Copiers. Mr. Walker, by affidavit, stated:

The only purpose in having Bob Norsworthy sign this form was for me to notify Southern Copier Corporation to order the equipment. I did not view his signing the instrument as a binding contract or lease between the School of Dentistry and Southern Copier since I know the School of Dentistry could not lease the equipment without a UMC purchase order and none had been issued at the time of the signing.

Despite the fact that Southern Copier had not secured a completed binding purchase order or contract with UMC, Fred E. Meigs III, senior vice president of Peoples Bank, by letter dated August 21, 1981, advised the School of Dentistry of the assignment. A portion of that letter appears as follows:

Dear Sir:
Southern Copier Corporation has assigned your lease to our bank. This letter is to verify the terms of your lease. All lease payments will be paid to Southern Copier Corporation.

Are the terms of your lease as follows:

Equipment leased: (2) Minolta 710 with Document Feed (2) Minolta 520 Copier with Document Feed Length of Lease: 60 months Rent Payment: $1,400.00 Date of Lease: 7-22-81

Meigs requested the School of Dentistry to notify him if the terms of the $1400 for 60 months did not agree with the School of Dentistry's records. The School of Dentistry received Meigs' letter on August 25, 1981, and did not reply. Indeed, no completed or binding lease was in existence at that time.

The UMC purchasing department did not issue its actual purchase order until October 12, 1981, some fifty days after the attempted assignment. We point out that the purchase order was for ten-month period — not 60 months — and contained a 30-day *364 cancellation letter. Mr. Norsworthy testified:

Q: All right. What is the length of time that you requested that?
A: To run from September 1 of 1981 through June 30, 1982.
Q: Ten Months?
A: Yes, sir.

In September of 1981, the School of Dentistry accepted delivery of the copiers and began using them, keeping a record of service calls. On November 16, 1981, in a memo to Don McNamara, UMC director of purchasing, Mr.

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538 So. 2d 361, 1989 WL 1317, Counsel Stack Legal Research, https://law.counselstack.com/opinion/board-of-trustees-v-peoples-bank-miss-1989.