Signet Graphic Products, Inc. v. First National Bank of Clayton

Missouri Court of Appeals

Signet Graphic Products, Inc. v. First National Bank of Clayton

570 S.W.2d 717, 1978 Mo. App. LEXIS 2235

CourtMissouri Court of Appeals

DecidedJuly 25, 1978

DocketNo. 37990

StatusPublished

This text of 570 S.W.2d 717 (Signet Graphic Products, Inc. v. First National Bank of Clayton) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Signet Graphic Products, Inc. v. First National Bank of Clayton, 570 S.W.2d 717, 1978 Mo. App. LEXIS 2235 (Mo. Ct. App. 1978).

Pincite

Opinion

ALDEN A. STOCKARD, Special Judge.

Plaintiff has appealed from an adverse judgment in its action against The First National Bank of Clayton to recover money lost by it when the Bank cashed checks payable to plaintiff and deposited the proceeds in an account maintained by its employees as a “welfare fund.”

Plaintiff was originally incorporated under the name of Setlich Sign Co., Inc. in 1954, and after a series of changes of name and sales of assets the present plaintiff came into corporate existence and became the owner of the business.

Since 1959 the employees of Setlich Sign Co., and its successors, maintained an unincorporated association under the name of the Setlich Sign Co. Welfare Organization (hereafter referred to as the “Association”). Its purpose was social in nature, and its funds consisted of the profits from sales made from vending machines located in the plant. The employees, as members of the association controlled the expenditures.

At no time did plaintiff contribute any money to the Association’s fund or exercise any control over it.

In 1959 the Association opened a checking account at defendant Bank under the name of “Setlich Sign Co. Welfare Organization.” A form, apparently furnished by the Bank, entitled “Authority of Lodge, Association or Other Similar Organization to Open Deposit Account,” was signed by Loretta N. Dimond, as secretary, and recited that at a regular meeting of the officers of the “Set-lich Sign Co. Welfare Organization” Eu[719]*719gene D. Oehlert was elected president, and Loretta N. Dimond was elected Secretary-Treasurer, and that under the rules of the Association funds on deposit to the credit of the Association could be withdrawn on the signature of either.

On April 21, 1966, Mr. Oehlert, who apparently was still president of the Association, sent a letter to the Bank enclosing a check to be deposited in the name of “Signet Graphic Products, Inc. (Welfare Organization Fund).” In the letter he stated that the “name of the new account [was] to be changed from Setlich Sign Co., Inc.” Apparently some question was raised by the Bank because four days later Mr. Oehlert sent a second letter in which he referred to the same check and gave the same instructions concerning it, but added that his signature was to be the only authorized signature. On April 26, the account card on file at the Bank was changed to show the name of the Association to be “Signet Graphic Products, Inc. Welfare Organization Fund,” and the account was given a new number; 64-109-1.

In June or July 1967 Kay German was employed by plaintiff as bookkeeper. At a meeting of the members of the Association held in September of that year she was designated as the person to “take care of the funds.” In response to a telephone call the Bank sent to her what was labeled “Authorized Signature Card.” Although the Bank had on file the previously executed form for an Association, the card sent was designated as one to be used by a .corporation. Kay German typed thereon the name “Signet Graphic Products, Inc.— Welfare Organization Fund.” There appears on the card the signatures of two persons: Marvin L. Stott who is shown to have the title of “Treasurer,” and Kay German whose title is shown to be “Bookkeeper.” The titles were typed in by Kay German, but neither person held such position with the Association. Instead, the titles shown refer to their respective positions with plaintiff.

With the signature card, the Bank also sent a printed form entitled “Resolutions of Board of Directors Re: Checking Account.” The blank spaces were filled in by Kay German, and in its material parts provided as follows:

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