Gloyd v. Gloyd. tate aforesaid as the widow of said Albert M. Gloyd, etc. The proceedings in the Federal court were authorized by the laws of this State. [First Baptist Church v. Robberson, 71 Mo. 326-7; Hurst v. Von De Veld, 158 Mo. 1. c. 243; Andre v. Andre, 232 S. W. (Mo.) 1. c. 155 and cases cited.] Aside from the foregoing, Mrs. Gloyd had the legal right to call upon the Federal court, under her bill in equity aforesaid, to ascertain and determine under Section 2535, Revised Statutes 1909 (now Sec. 1970, R. S. 1919) what interest, if any, she had in the Missouri lands aforesaid as the widow of Albert M. Gloyd deceased. [Martin v. Jones, 228 S. W. (Mo.) 1. c. 1054.] On April 21, 1920, appellants herein filed an answer in the Federal court to Mrs. Gloyd's bill supra, and denied therein that she had any interest in Albert M. Gloyd's estate, as widow or otherwise, etc. The Federal court was, therefore, vested with full power and authority to ascertain, determine and decree what right, title and interest, if any, Mrs. Gloyd had in the Missouri lands aforesaid. Notwithstanding the pendency of the equitable proceeding in the Federal court, where this plaintiff had answered as a defendant, on March 20, 1920, he commenced the present action, to obtain a decree to sell the Missouri lands aforesaid. Mrs. Gloyd answered in this case, set up the pendency of the proceedings in the Federal court, and asserted that the trial court herein had no right to sell any of said property, except for the payment of the partnership debts, until the determination of her rights in the Federal court. As a matter of comity, it was the duty of the trial court to have complied with her request, and simply ordered the sale at that time of enough of said land to pay the partnership debts. [State ex rel. v. Williams, 221 Mo. 1. c. 254; State ex rel. v. Stone, 269 Mo. 1. c. 345-6, 190 S. W. 601; Reed v. Railroad, 277 Mo. 1. c. 84 and following; Covell v. Heyman, 111 U. S. 176.] Mrs. Gloyd in her answer also asked the court, in case the balance of said real estate was ordered sold, Gloyd v. Gloyd. to sell the same through a commissioner, and to protect her rights, by holding the proceeds in the treasury of the court until her rights were determined in the Federal court action. As shown in the preceding statement the trial court appointed a receiver, in order to protect Mrs. Gloyd's interest, until her rights were determined in the Federal court. After Mrs. Gloyd's rights had been thus protected, she withdrew her objections to the interlocutory decree aforesaid, acquiesced in the final decree as rendered herein, and did not appeal therefrom. On the other hand, appellants appealed from the final decree, on the ground that the same was unauthorized, and that the trial court had no jurisdiction to enter same. If the trial court had the power to enter said decree, its action in so doing ought to be sustained. On the other hand, if the property had been sold under the terms of the decree without protecting the interests of Mrs. Gloyd as aforesaid, and she had appealed from said judgment to this court, we would undoubtedly have reversed and remanded the cause, as we did in the case of State ex rel. v. Stone, 269 Mo. 1. c. 345-6, and for the same reason. IV. This brings us face to face with the proposition, as to whether the trial court had jurisdiction and the power to render the decree complained of by appellants herein. This was not a statutory proceeding, where the rights of the chancellor were circumscribed by the provisions of the law under which he was proposing to act, but on the contrary, it was an application to a court of chancery to act in the exercise of its inherent and common law rights. The circuit court had jurisdiction over this class of subjects. It had jurisdiction over the subject-matter of this litigation, and had before it all the parties in interest. It was called upon, to enter a decree, after a hearing, for the purpose of passing the title to real estate of the value of $700, 000. In the exercise of this power, it was the duty of the court, to have due re Jurisdiction: Gloyd v. Gloyd. gard for the proceedings already commenced in the Federal court, to determine what rights, if any, Mrs. Gloyd had in respect to said land. If the Federal court found she had no interest therein, these appellants would have sustained no injury, and would have been entitled to the property of Albert M. Gloyd, deceased. If, on the other hand, the Federal court, after a hearing, had held that Mrs. Gloyd was entitled to one-half the estate of Albert M. Gloyd, after the debts of the partnership had been paid, and the claims as between the co-partners adjusted, she would have had the right to call upon the trial court in this case to see that the proceeds due her were secured by bond or otherwise before the entire proceeds of the sale were turned over to the surviving partner. In other words, the decree as rendered, did not undertake to deprive appellants of any legal rights which they might ultimately have in the distribution of the proceeds of said sale, but held these rights in abeyance, until Mrs. Gloyd's status could be determined by the Federal court, which then had exclusive jurisdiction over this subject. We do not find anything in the authorities cited which would warrant us in holding that the final judgment rendered in this case, on the facts as they then existed, was improper. On the contrary, it is well supported, on principle at least, by many well considered authorities in this State, some of which are as follows: Rozier v. Griffith, 31 Mo. 171; Paris v. Haley, 61 Mo. 1. c. 462; Real Estate Saving Inst. v. Collonious, 63 Mo. 1. c. 295; Dameron v. Jameson, 71 Mo. 97; Holloway v. Holloway, 97 Mo. 1. c. 639-40; Hagan v. Bank, 182 Mo. 1. c. 342-3; Snyder v. Arn, 187 Mo. 1. c. 177-8; School District v. Holt, 226 Mo. 1. c. 406; Barnard v. Keathley, 230 Mo. 1. c. 224-5; Waddle v. Frazier, 245 Mo. 1. c. 4023-4; McAllister v. St. Joseph St. Const. Co., 181 S. W. (Mo.) 1. c. 58; Woolum v. Tarpley, 196 S. W. (Mo.) 1. c. 1128-9; Martin v. Jones, 228 S. W. (Mo.) 1. c. 1054-6. Gloyd v. Gloyd. The broad doctrine of this court, in respect to above matter, is very clearly and forcefully stated by SHERWOOD, J., in Real Estate Saving Inst. v. Collonious, 63 Mo. 1. c. 295, as follows: "The court had the subject-matter of the suit within its grasp; had jurisdiction of that and likewise of the parties; and the doctrine is too well settled to admit of either discussion or dispute, that when a court of equity once acquires jurisdiction of a cause it will not relax its grasp upon the res until it shall have avoided a multiplicity of suits by doing full, adequate and complete justice between the parties." It is unnecessary to extend this discussion further. We are of the opinion that the final decree rendered by the trial court on the facts then before it, was proper, and that the allowance in behalf of the special commissioner should be sustained. As heretofore stated, appellants have, since the trial below, settled with respondent Maiette S. Gloyd, and she no longer has any interest in the result of this litigation. In view of this situation, there is no further necessity for a receiver, as all the proceeds of the sale, after deducting the special commissioner's compensation, and other costs and expenses incurred herein, should be turned over to the plaintiff as surviving partner of the Gloyd Lumber Compaany. In order, therefore, that the trial court may modify its record, in accordance with the foregoing, and to enable it to make all necessary entries to perfect the purchaser's title, etc., we remand the cause for such further proceedings as may be deemed necessary and proper in the circuit court. White and Reeves, CC., concur. PER CURIAM:--The foregoing opinion of RAILEY, C., is hereby adopted as the opinion of the court. All of the judges concur. 293 Mo.-13 National Bank & Trust Co. v. Dry Goods Co. FIDELITY NATIONAL BANK AND TRUST COMPANY, Executor of Estate of GEORGE W. FULLER v. TOOTLE-CAMPBELL DRY GOODS COMPANY, Appellant. Division Two, March 18, 1922. 1. PRINCIPAL AND AGENT: Contract by Agent: Authority: Burden of Proof. One who sues another as principal upon a written contract purporting to be made by an agent for such principal, where the authority of the agent to make the contract is put in issue by verified answer, has the burden of proving the agent's authority. 2. 3. 4. : : -: Holding Out: Single Transaction. Where there is no evidence that an agent ever did another act involving his principal such as the one in suit, which latter was beyond the apparent scope of his duties as such agent, there is no basis for holding the principal liable on the ground of having held out the agent by a course of dealing as having authority to do the act in question. : -: Corporation Secretary and Credit Man. A corporation is not liable upon a contract signed in its name by its secretary, who was also its credit man, purporting to bind it in effect to pay the debt of a third party, where such contract was signed without the knowledge or consent of any other officers of the corporation and had been concealed from them and was repudiated by the corporation's president as soon as he had knowledge of it, and where the evidence showed that the secretary had never made a similar contract on behalf of the corporation, and the by-laws prohibited the signing of such an obligation without the concurrence of some other officer of the corporation. : : Inquiry. One who deals with another acting as the secretary and credit man of a corporation and making a contract whereby, in effect, he undertakes to bind the corporation to pay the debt of a third person. and who has had no prior dealings with such person or corporation and has no knowledge of any former similar transactions by him, is put upon inquiry as to his authority to bind the corporation. Appeal from Platte Circuit Court.-Hon. Alonzo D. Burns, Judge. |