Bridges v. Southern Bell Telephone & Telegraph Co.

Court of Appeals of Georgia

Bridges v. Southern Bell Telephone & Telegraph Co.

82 S.E. 925, 15 Ga. App. 291, 1914 Ga. App. LEXIS 85

CourtCourt of Appeals of Georgia

DecidedSeptember 29, 1914

Docket5203

StatusPublished

This text of 82 S.E. 925 (Bridges v. Southern Bell Telephone & Telegraph Co.) is published on Counsel Stack Legal Research, covering Court of Appeals of Georgia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Bridges v. Southern Bell Telephone & Telegraph Co., 82 S.E. 925, 15 Ga. App. 291, 1914 Ga. App. LEXIS 85 (Ga. Ct. App. 1914).

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Opinion

Hill, J.

1. Where the validity of a sale of property of a corporation was attacked, a book purporting to be a book of minutes of the corporation was admissible in evidence for the purpose of showing prima facie the validity of the sale, the book being identified as such by the testimony of an officer of the corporation acting as the custodian of the book, and there being no allegation or proof of fraud in the keeping of .the book. Lowry National Bank v. Fickett, 122 Ga. 491 (50 S. E. 396); Semple v. Glenn, 91 Ala. 245 (6 So. 46, 9 So. 265, 24 Am. St. R. 894).

2. The secretary of a corporation, or one who is acting as secretary, is the proper officer to keep the minutes of the corporation, and the person by whom to prove the authenticity and correctness of the minutes or books of the corporation. Fraternal Relief Asso. v. Edwards, 9 Ga. App. 53 (70 S. E. 265).

3. Where there is an actual meeting of the stockholders of a corporation, and it appears that a majority of the stockholders were present in person at the meeting, it will be presumed, in the absence of any evidence to the contrary, that the meeting was regularly called, and that all stockholders had notice thereof. Sargent v. Webster, 13 Metc. (Mass.) 497 (46 Am. Dec. 743); Beardsley v. Johnson, 121 N. Y. 224 (24 N. E. 380). In the instant case the plaintiff stockholder, suing for the'value of his stock, testified directly that he had no actual notice either of the call of the meeting of the stockholders or of any sale of the property of the corporation in which he was a stockholder, and never thereafter ratified the sale. This being the controlling issue in the case, and there being evidence to overcome the presumption, the question should have been submitted to the jury, and the direction of the verdict was erroneous.

4. The introduction in evidence of a trust deed purporting to secure an issue of bonds by a corporation, and an entry upon it purporting to show that the bonds secured by it had been destroyed and the deed cancelled, was not of itself sufficient to show an outstanding indebtedness.

5. For the reasons stated above, the direction of a verdict in favor of defendant was erroneous.

Judgment reversed.

Russell, G. J., concurs specially.

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Hill, J.

1. Where the validity of a sale of property of a corporation was attacked, a book purporting to be a book of minutes of the corporation was admissible in evidence for the purpose of showing prima facie the validity of the sale, the book being identified as such by the testimony of an officer of the corporation acting as the custodian of the book, and there being no allegation or proof of fraud in the keeping of .the book. Lowry National Bank v. Fickett, 122 Ga. 491 (50 S. E. 396); Semple v. Glenn, 91 Ala. 245 (6 So. 46, 9 So. 265, 24 Am. St. R. 894).

2. The secretary of a corporation, or one who is acting as secretary, is the proper officer to keep the minutes of the corporation, and the person by whom to prove the authenticity and correctness of the minutes or books of the corporation. Fraternal Relief Asso. v. Edwards, 9 Ga. App. 53 (70 S. E. 265).

3. Where there is an actual meeting of the stockholders of a corporation, and it appears that a majority of the stockholders were present in person at the meeting, it will be presumed, in the absence of any evidence to the contrary, that the meeting was regularly called, and that all stockholders had notice thereof. Sargent v. Webster, 13 Metc. (Mass.) 497 (46 Am. Dec. 743); Beardsley v. Johnson, 121 N. Y. 224 (24 N. E. 380). In the instant case the plaintiff stockholder, suing for the'value of his stock, testified directly that he had no actual notice either of the call of the meeting of the stockholders or of any sale of the property of the corporation in which he was a stockholder, and never thereafter ratified the sale. This being the controlling issue in the case, and there being evidence to overcome the presumption, the question should have been submitted to the jury, and the direction of the verdict was erroneous.

4. The introduction in evidence of a trust deed purporting to secure an issue of bonds by a corporation, and an entry upon it purporting to show that the bonds secured by it had been destroyed and the deed cancelled, was not of itself sufficient to show an outstanding indebtedness.

5. For the reasons stated above, the direction of a verdict in favor of defendant was erroneous.

Judgment reversed.

Russell, G. J., concurs specially.

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82 S.E. 925, 15 Ga. App. 291, 1914 Ga. App. LEXIS 85, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bridges-v-southern-bell-telephone-telegraph-co-gactapp-1914.

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