Federal Deposit Insurance Corp. v. Tyree

698 S.W.2d 353, 1985 Tenn. App. LEXIS 3411
CourtCourt of Appeals of Tennessee
DecidedJuly 26, 1985
StatusPublished
Cited by6 cases

This text of 698 S.W.2d 353 (Federal Deposit Insurance Corp. v. Tyree) is published on Counsel Stack Legal Research, covering Court of Appeals of Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Federal Deposit Insurance Corp. v. Tyree, 698 S.W.2d 353, 1985 Tenn. App. LEXIS 3411 (Tenn. Ct. App. 1985).

Opinion

OPINION

FRANKS, Judge.

In this action to collect promissory notes 1 in the amounts of $110,000.00 and $129,198.23, the trial judge granted summary judgment to Randy Tyree and P. Douglas Morrison. Plaintiff has appealed.

The notes, dated September 30, 1982 and February 11, 1983, were signed “Tennesseans for Tyree” by P. Douglas Morrison, chairman. The plaintiff seeks judgment on the notes against defendants Tennesseans for Tyree, an unincorporated political association, Randy Tyree, candidate for governor in the 1982 election, guarantors Peter and Georgia Girardin, and Morrison, who executed the notes.

The chancellor, in granting summary judgment, said:

Tennesseans for Tyree consisted, at least, of Jesse Barr, Jake Butcher and C.H. Butcher, all of whom maintained offices in the United American Bank Building. The officer of the Bank, Ms. Dempster, states in her deposition that it was understood that Barr was to be obeyed insofar as the Bank was concerned and that no one questioned his authority and it was understood that he spoke for Jake Butcher. It was further stipulated by the parties that Jake Butcher was a Director and CEO of United American Bank. It is clear from the affidavits that Barr approved the loan to Tennesseans for Tyree and following which the loan officer departed from her regular customary procedure concerning the loan.
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In the instant case, a campaign committee did exist, however nebulous in number, size and membership for the purpose of raising funds. A loan was extended by United American Bank to this committee. Mr. Morrison signed, clearly, in a representative capacity, as opposed to individually, for a disclosed, existing principal, and the funds were received and expended by the committee.

On appeal, plaintiff insists Tyree authorized the loans, received the benefits of the proceeds from the loans and is obligated to make repayment. Further, that Morrison, as maker of the notes, is liable on the basis he was a member of Tennesseans for Tyree.

Whether members of an unincorporated association are responsible for debts of the association depends upon the type of association involved. An important distinction between profit and not for profit associations is made in Blair v. Southern Clay Mfg. Co., 173 Tenn. 571, 577, 121 S.W.2d 570 (1938):

Whether the members of a voluntary association are to be treated as partners depends on the character of the organization. If the association is organized for profit, the members are partners in legal effect and are liable for debts contracted in the name of the association by other members. [Citations omitted.] If, however, in the operation of such an association, profit and loss is not contemplated, such as literary, social or political organizations, its members are not treated as partners and their liability for debts contracted in behalf of the association is determined upon principles of agency.

It has long been the general rule there is no implied liability to the members of a voluntary association not organized for profit on contracts of the association and .members may be liable on the contracts only upon the principles of agency. Members of such association may be liable on contracts purportedly made by, for or in the name of the association when the members have given their assent or subsequently ratified the contract. Annot., 41 A.L.R. 754, Voluntary Association — Contracts; [355]*3557 A.L.R. 222, Voluntary Association— Contracts. Accord: Jim Host & Associates v. Sharpe, 639 S.W.2d 784 (Ky.App.1982).

Where a principal obtains the benefit of a loan procured by an agent acting without authority, he thereby ratifies the contract and makes himself liable for the loan. Calhoun v. Realty Co., 129 Tenn. 651, 168 S.W. 149 (1914). In order to establish liability, it must be shown that the principal received the benefit of the proceeds and Calhoun notes the proceeds must be “used to increase his money in hand ... or ... to extinguish outstanding liabilities against him.” Id., at 654, 168 S.W. 149.

A good discussion of the responsibilities of one who assumes to act as agent for members of an association is found in 1 Meacham, The Law of Agency, § 1389:

It is, of course, possible in such a case that the assumed agent may have expressly excluded personal responsibility, or that the person extending the credit may have done so in reliance upon voluntary payments, subscriptions or funds to be raised, but where it does not appear that he has done so, the person who assumes to act will usually be personally responsible. In such cases usually the fact that there is no legally responsible principal will be equally within the knowledge of both parties, ... The question here is, rather, to whom was the credit extended. The rule in such cases, it is said, “is founded upon a presumption of fact, and is not the expression of any positive or rigid legal principle. The presumption referred to is that the parties to a contract contemplate the creation of a legal obligation capable of enforcement, and that, therefore, it is understood that the obligation shall rest on the individuals who actively participate in the making of the contract, because of the difficulty in all cases, the impossibility in many, of fixing it upon the persons taking part in or submitting to the action of the evanescent assemblage. If, however, the person with whom the contract is made, expressly agrees to look to another source for the performance of its obligations, or if the circumstances be such as to disclose an intention not to charge the agent, as where the other agrees to accept the proceeds of a particular fund, there is no longer reason to indulge the presumption, and it may be rebutted by proof of such facts.” There may of course be cases, even in this field, where the lack of legal responsibility may not be apparent, and in which express or implied representations of matters of fact will make the assumed agent liable.

At pp. 1019-20.

Morrison’s deposition reveals he was called by Jesse Barr, who is variously referred to as an agent of the United American Bank or Jake Butcher’s agent, and Barr requested and instructed Morrison to sign the two notes in blank, which Morrison signed “Tennesseans for Tyree by P. Douglas Morrison, Chairman.” Morrison was assured by Barr that no personal liability attached to the execution of the notes. Morrison explained Tyree had advised that Butcher and Barr would be responsible for financing the gubernatorial campaign through Tennesseans for Tyree and it was “understood” that “our organization would raise funds for repayment of notes” but he did not know who would be responsible for repayment of the loans if the funds were not raised. He testified the association named on the note was formed to arrange financing and was organized by C.H. Butcher, Jr., Jake Butcher and Jesse Barr, but he did not know who were other members. He also described it as a different arm of the campaign and considered himself when signing as chairman as an agent of “an association of people”. He also testified that he was fund raising chairman of Tyree’s election effort but denied he was a member of the association known as Tennesseans for Tyree.

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698 S.W.2d 353, 1985 Tenn. App. LEXIS 3411, Counsel Stack Legal Research, https://law.counselstack.com/opinion/federal-deposit-insurance-corp-v-tyree-tennctapp-1985.