Jurisdiction. Probate Court, Jurisdiction, Decree. National Bank. Contract, Validity. Corporation, Officers and agents, Ultra vires. Agency, Scope of authority, Undisclosed principal.
A probate court is a court of superior and general jurisdiction as to matters within its field, and its decrees relative thereto are not open to collateral attack. A determination by a probate court, as a basis for a decree appointing an administrator, that the deceased was a resident of the county at the time of his death, can be attacked only by proceedings in that court. After an attachment of a man's land had been made in an action against him, he made an assignment for the benefit of his creditors, which covered the land. The assignee, who was president of a national bank, being desirous of selling the land, the bank, by its cashier acting under direction of the president, agreed in writing with the attaching creditor that, in consideration of his releasing the attachment, it would hold the proceeds of the real estate in lieu of the land as security for whatever judgment he might obtain in the action. The attaching creditor thereupon released the attachment and later obtained judgment in his action. The bank also was a creditor of the man and a beneficiary under his assignment. The execution of the writing by the bank was not authorized by a vote of its board of directors. In an action by the attaching creditor against the bank upon the writing, it was held, that (1) The making of the agreement in writing was not ultra vires the bank; (2) It could not be said as a matter of law that the agreement was not binding on the bank for want of authority in its president and cashier to make it: the making of the agreement was at least within those officers' ostensible powers; (3) The agreement being valid and it having been made in form, at least, by the bank as principal, it was binding on the bank even though the bank in fact were acting as agent for the assignee; (4) The attaching creditor was entitled to recover from the bank.
WAIT, J.
There is no merit in these exceptions. The principal contentions of the defendant are that the Probate Court for Suffolk County had no jurisdiction to grant administration on the estate of Joaquin K. Souther; and that the agreement on which the plaintiff relied was ultra vires the defendant.
The first contention is not open in these proceedings. Since the enactment of the Revised Laws, in 1901, the Probate Court has been a court of superior and general jurisdiction within its special field. Its decrees are not open to collateral attack. Taylor v. Badger, 226 Mass. 258. Farquhar v. New England Trust Co. 261 Mass. 209, 212, 213, 214. Its determination that Souther was a resident of Boston at the time of his death can be successfully assailed only by proceedings for vacation in that court. The judge was right in ruling that its jurisdiction could not be attacked in the hearing of this case. Connors v. Cunard Steamship Co. 204 Mass. 310, 322.
Nor is the second contention sound. The evidence would sustain findings that the National Security Bank was a creditor of Souther; a beneficiary under his assignment for the benefit of creditors; interested that his assignees should be able to deal with real estate assigned to them unhampered by the long standing attachment of the plaintiff; deriving a substantial advantage from speedy and profitable conversion of his real estate into money. It was authorized to receive deposits of money. We have no question that, as incidental to its business in the receipt of deposits and the collection of its debts, it could agree, in return for the release of an attachment on lands which, on conversion into cash, were applicable to payment of its dues, to hold money as a deposit in lieu of the attachment, and to pay over to the attaching creditor or his assigns so much of the deposit as his judgment, if and when he got one, entitled him to claim. The case differs essentially from Dresser v. Traders' National Bank, 165 Mass. 120, cited by the defendant. Nor can we question the authority of the cashier and the president to act in such a matter for and on behalf of the bank, without special authorization by vote of the directors. It would be within their ostensible powers, and, in the absence of knowledge of limitation by vote or bylaw on the part of one dealing with them, would bind their principal, the corporation. As no invalidity appears on the face of the agreement made, in form, at least, by the defendant as a principal, it could be held liable even if, in truth, it were acting as an agent. Brown v. Bradlee, 156 Mass. 28, 31. J.P. Eustis Manuf. Co. v. Saco Brick Co. 198 Mass. 212, 217.
The various requests need not be discussed in detail. What has been stated disposes of them. There was no prejudicial error.
Exceptions overruled.