The opinion of the court was delivered by: MARSH
This is a diversity action brought on a 90-day promissory note executed and delivered by defendant company to plaintiff in the sum of $ 9,000. A non-jury trial was held.
Plaintiff, C. Hugh Blair, a citizen of the State of Pennsylvania, is an insurance agent specializing in pension plans, with offices in Pittsburgh, Pennsylvania.
Defendant, J. R. Andrews, Inc. of Delaware, is a corporation organized and existing under the laws of the State of Delaware, having its principal place of business in Adamsville, Crawford County, Pennsylvania.
Company officers were P. H. Muntz, president and treasurer; T. C. Miller, vice-president, of Aberdeen, Maryland; Cyril T. Garvey, secretary, of Sharon, Pennsylvania, a lawyer; and R. H. Comstock, assistant secretary and assistant treasurer; of these only Muntz and Comstock were active in the affairs of the company and Muntz conducted its business.
All of defendant's stock was owned by Farm Industrial Supplies, Incorporated, and Muntz and Miller, together with their wives, owned all the stock of the latter.
The matter in controversy exceeds, exclusive of interest and costs, the sum of $ 3,000.
During the summer and fall of 1954, plaintiff had been persistently attempting to sell to defendant a pension plan. He had submitted several proposals to Muntz, a cousin, and had discussed one of them in August with Garvey. About this time Muntz had discussed a plan submitted by plaintiff with Mortensen.
Plaintiff had exhibited to Muntz and Comstock examples of trust agreements setting out terms of the pension plans he was urging defendant to adopt. On or prior to September 9th, Muntz decided to institute one of plaintiff's pension plans for the benefit of certain employees of his company. On September 9th in plaintiff's presence, he told several employees that the company was inaugurating a pension plan, and six employees, including Muntz, signed applications for retirement insurance. Muntz executed these six applications as trustee and owner in accordance with the scheme of the plan. About this time the proposed date of the plan was changed to July 15, 1954 and the proposed benefits were reduced from 50% to 25% of salaries. A few days prior to October 27, 1954 Muntz advised plaintiff over the telephone that the company was ready to formally inaugurate the pension plan which he had approved in September.
On October 27th, plaintiff drove to the company office at Adamsville where he presented Muntz and Comstock with a ribbon copy of a trust agreement, a resolution of the directors authorizing the trust agreement, and five carbon copies of each. The trust agreement set forth the terms and provisions of the pension plan which had been agreed upon, and recited that it was 'Made this 15th day of July, 1954, between J. R. Andrews (Inc.), a Delaware corporation * * * and P. Henry Muntz as Trustee * * *, and effective as of July 15, 1954.' The plan provided, inter alia, that retirement income policies were to be issued by an insurance company and were to be delivered to and owned by the trustee.
Each of these documents was certified by Comstock as 'a true and correct copy' and on each he impressed the corporate seal.
One certified copy of the trust agreement was signed twice by Muntz, first as president and second as trustee.
With Muntz's consent, plaintiff took all these documents with him when he departed ostensibly for Sharon and Pittsburgh.
On a certified copy of the resolution, plaintiff wrote the name Cyril T. Garvey on the line designated for the secretary's signature. On the certified copy of the trust agreement executed by Muntz as president and trustee, he wrote Garvey's name on the line designated for the secretary's signature in attestation thereof. He then forwarded these two documents (Exhibits 19 and 20) to the Phoenix Mutual Life Insurance Company along with the applications. In due course the insurance company issued retirement policies to the trustee for seven employees of the defendant.