This suit was begun in the Arkansas Chancery Court against the American Southern Trust Company of Little Eoclc, and others, seeking to recover against them for amounts due depositors, and also other creditors of the Bank of Gillette at the time said hank was closed. ' - •
The plaintiffs allege that the Bank of Gillette, on June 24, 1921, and for some years prior thereto, was engaged in the hanking business in Gillette, State of Arkansas. H. S. Jones was president of the said bank; William Moll, J. W. A. Norden, A. H, Bichter, J. I. Devore and Henry ■S. Jones constituted the board of directors, and J. W. A. Norden was -secretary, and Boy Koen, cashier. It is alleged that the Bank of Gillette, on June 4, 1921, and for some time prior thereto, was largely indebted to the American Bank of Commence & 'Trust 'Company and the First National Bank of St. Louis, Mo., and that the Bank of Gillette was insolvent, and that .said insolvency was known by the American Southern Trust Company -and the St. Louis 'bank, and that said Blank of Gillette was unable to pay indebtedness to said-banks, and, in order to prevent the loss of said indebtedness, the American bank and St. Louis bank, in order to attain their preference over the other creditors of the Bank-of Gillette, entered into a conspiracy with the president and boiard of directors of the Bank of Gillette, and entered into the following illegal agreement with the president and. board of directors of the Bank of Gillette:
“Minutes of special meeting of the board of directors of Bank of Gillette.
“ Gillette, Ark., June 4, 1921.
“At a meeting of the board of directors, being a special meeting called by the president, the following resolution was read and adopted:
“Wh'ereas, it becomes necessary that a certain agreement between the American Bank of Commerce of Little Bock, Ark., the First National Bank of St. Louis, Mo., the Bank of Gillette, Gillette, Ark., and Geo. F. Walz (a copy of ■which'agreement is attached hereto and made.a part of these minutes) he entered into.
“Therefore "be it resolved: That the president and secretary of this bank are hereby directed and authorized to enter into 'and execute the above mentioned agreement for and on behalf of this bank.
“Be it further resolved: That we, the undersigned officers and members of the board of directors, waive all formal and legal notice of this special meeting.
“Henry S. Jones, President.
“Wm. Moll, Director.
“ J. W. A. Norden, Director.
“A. H. Richter, Director.
“A. J. Devore, Director.
“Attest: J. W. A. Norden, Sec..
“Approved this the 29th day of June, 1921. Henry S. Jones, president.
“Attest: J. W. A. Norden, Sec.
“Agreement between the First National Bank of St. Louis, Mo., and the American Bank of Commerce and Trust Company, Little Rock, Ark., concerning the handling of the Bank of Gillette, as arranged between Mr. Coffman of the First National Bank and W. A. Hicks of the American Bank of Commerce & Trust Co.
“It is understood between the two banks mentioned above that the Bank of Gillette is to employ Mr. Geo. F. Walz at a salary of $350 per month, Mr. Walz to serve as trustee for the two banks and represent them as the two banks may have agreed with the Bank of Gillette, expenses of Mr. Walz’s employment to be paid by Bank of Gillette.
“It is agreed that the First National Bank of St. Louis, Mo., and the American Bank of Commerce & Trust Company, Little Rock, Ark., are to lend to the Bank of Gillette, during the year 1921, if it becomes necessary, an additional aggregate sum of $75,000, two-thirds of which is loaned by the American Bank of Commerce & Trust Company and one-third by the First National Bank.
“The Bank of Gillette is to carry its cash balances on deposit with the First National Bank of St. Louis and with the American Bank of Commerce & Trust Company of Little Bock, and with no other banks; balances to be carried on the basis of one-third with the St. Louis bank and two-thirds with the Little Bock bank. Mr. Walz, in representing the two banks, is to obtain from the Bank of Gillette all of .the collateral which they own in the way of notes, etc., to secure money already advanced and money to be advanced by the two banks in question.
“It is also understood by the present officers of the Bank of Gillette and Mr. Walz is to have absolute authority in the g’ranting of loans and accepting of collateral. No loans are to be made by the Bank of Gillette without first obtaining the approval of Mr. Walz.
“Notes for the money loaned to the Bank of Gillette are to be made payable to the banks advancing the money, and are to carry a maturity of ‘on demand,’ and, if not demanded, then Oct. 1, 1921.
“All collateral obtained on loans made to the Bank of Gillette is to be held in trust for the two banks advancing money as referred to above, and, in collecting the collateral, all money collected is to be applied on the indebtedness owing the two banks in proportion to the money advanced by the two banks, that is, one-third of the collections to. go to the First National Bank and two-thirds to the American Bank of Commerce & Trust Company, as the collections are made. For matter of protection, however, the collateral is to be held in separate envelopes, one containing collateral securing the loan of the First National Bank of St. Louis, Mo., and other securing the loan of the American Bank of Commerce & Trust Company of Little Bock, Ark., it being understood that the margin of collateral over the amount of money loaned is to be the same, as nearly as possible. Should it occur, in making collections, that more of the collateral as held by one is paid than that as held by the other bank, it is understood that the payments will be distributed as referred to above, on the one-third and two-thirds basis, and collateral transferred from one envelope to the other of sufficient amount to offset collateral that has been paid, so as to make the same proportion of margin.
“It is also understood that no contract has been entered into with Mr. Walz as to definite time of employment, but it is understood with the officers of the Bank of Gillette that Mr. Walz will be retained by them just as long as we desire him to remain, or until the indebtedness of the Bank of Gillette to the First National Bank of St. Louis, Mo., and the American Bank of Commerce & Trust Company of Little Rock, Ark., is paid in full.
“The above outline is hereby acknowledged to be understood and agreed to by all parties mentioned in .this contract, viz., the First National Bank of St. Louis, Mo., the American Bank of Commerce & Trust Company of Little Rock, Ark., Geo. F. Walz, trustee for -the First National Bank of St. Louis and the American Bank of Commerce & Trust Company of Little Rock, and the Bank of Gillette, by its president and cashier.
“First Nat’l. Bank of St. Louis,
“Frank A. Hicks, Y. P.
“American Bank of Commerce & Trust Co.
“By W. A. Hicks, V. P.
“Bank of Gillette,
‘ ‘ Gillette, Ark.
“Geo. F. Walz.”
Plaintiffs alleged that the object of the agreement was to secure the American and St. Louis banks an unlawful and illegal preference of: other said creditors of the said Bank of Gillette; that, iu pursuance of the said conspiracy to procure said illegal preference, the agreement and contract was kept secret, and that the other creditors had no knowledge of it. They allege that, in pursuance of said agreement, George F. Walz, as agent of the American and St. Louis banks, took charge of the entire assets of the Bank of Gillette, consisting of notes, cash, and other securities, and exercised absolute and exclusive control of the Bank' of Gillette and its assets until some time in January, 1923, when the Bank of Gillette was closed by the Bank Commissioner. They alleged that, at the time the bank was closed, their entire assets, except the fixtures, were in the hands of Walz as representative of the American Southern Trust Company and the St. Louis bank, and have not been delivered to the Bank Commissioner for the use and benefit of creditors of the Bank of Gillette; that the president and board of directors of the Bank of Gillette permitted said Walz to have complete and absolute control and absolute management of said Bank of Gillette from the 29th day of June, 1921, up to the time the Bank of Gillette was closed by the Bank*Commissioner, and that said president and board of directors neglected and refused to exercise the care, supervision and control of the "management of the said Bank of Gillette as are required of them as president and board of directors of said bank; that from June 29, 1921, until the time the bank closed, the Bank of Gillette was insolvent, and that its insolvency and the fact that its assets were turned to said Walz as agent for said banks were not divulged to the public at large, but that it was held out that said bank was solvent, was held open for deposits, although, as soon as deposits were made in said bank, they were immediately transmitted-by Walz to the American Southern Trust and St. Louis banks, and that cash from' all notes whs transmitted, and that nothing was left in possession of the president and board of directors of the Bank of Gillette.
The First National Bank of DeWitt alleges that, relying on representations as to the solvency of the Bank of Gillette, as made and held out to the public by the defendants, it did advance to one Wm. Moll the sum of $4,329.12; that it was made to Moll with the understanding and agreement of the Bank of Gillette that said bank would guarantee the payment of funds so advanced to Moll for the benefit of said Bank 'of Gillette; that said advances are evidenced by promissory notes of Wm. Moll and the guaranty of the- Bank of Gillette, signed by Henry S. Jones, president, and Norden,'secretary; that no part of said sum has been paid, and that Moll is insolvent; that judgment has been taken against Moll, and that it is nncollectable. The Bank of DeWitt states that it would not have advanced said snms except :by guaranty of repayment by the Bank of Gillette, and ‘that said -guaranty would not have been accepted except for the fact that the defendants had represented the Bank of Gillette as being solvent; that, if it had known of the control of the American and St. Louis banks, it would not have advanced the funds; that all legal means had been used for collecting said sums from Wm. Moll, and that payment had been refused by the Bank of Gillette; that, during the time said George F. Walz had charge, large sums of money were collected and transmitted to the American and St. Louis banks, and that said banks were holding the funds under the illegal contract above set out. They state that the amount of $350 a month paid to Walz, under the terms of the illegal contract, were illegal and ultra vires; that, under the terms of the contract, Walz was the agent of the American and St. Louis hanks, and had no right to divert the funds to pay himself; that the president and hoard of directors of the Bank of Gillette had no legal right to enter into the contract.
Suit was filed for ' the depositors of the Bank of Gillette, setting forth specifically the amount due each. Interventions of other creditors were filed. The American Bank of Commerce & Trust Company filed separate answers to the original complaint, and to the complaints of all other parties, and also answer to the interventions. The American Bank & Trust Company denied specifically the allegations in the complaints and interventions, and pleaded the statute of limitations, and admits that it entered into the written agreement set out in plaintiff’s complaint, but denied that, under said agreement, it took charge of the Bank of Gillette, or that it ever assumed the complete supervision, direction and control of the collateral of the Bank of Gillette, its assets, business and affairs, to the exclusion of legal officials. It denied that it assured the Bank of Gillette that it would stay with it and take care of it and pull the bank through; denied that they operated the hank or caused it to be operated; denied that it kept said bank open, by continuing and receiving deposits; and denied that it knew that the Bank of Gillette was unsafe for depositors; denied that it executed any outline agreement or arrangement to take charge of and operate and conduct the. Bank of Gillette.
The directors of the Bank of Gillette filed answers and cross-complaints, but the real contentions of all of the parties seeking to recover against the American Southern Trust 'Company are that the contract authorized the American bajik and St. Louis hank to take charge of and conduct the affairs of the Bank of Gillette, and that they were, in fact, operating it as a branch bank, and also that Hicks and Coffman told the directors of the Bank of Gillette that they would see them through, and that, under the contract entered into and these statements of Hicks and Coffman, the American Bank became liable to all depositors and- all other creditors ' as if the Bank of Gillette had been operated by it as a branch bank, and that Walz assumed complete control of the Bank of Gillette and its affairs, to the exclusion of the board of directors of said bank, and that, if they were not liable because of these things, they still would be liable, it is contended, because they caused the Bank of Gillette to be kept open to receive deposits, and that this was unlawful, and deceived the public, and caused them to extend credit to the Bank of Gillette when they would not otherwise have done so. Testimony was taken by the plaintiffs aiid inter-veners for the purpose of showing that Walz was the representative of the American and St. Louis banks, and that, under their direction, and representing them, he exercised complete control of the Bank of Gillette and its affairs.
Some witnesses testified that they supposed Mr. Walz was managing the Bank of Gillette, and others testified about his conduct there, and about his declarations and action. Mr. Sanders testified that, after he becamó director, he supposed that Mr. Walz was managing the bank, and he testified at some length about Mr. Walz’s conduct and statements. It is also alleged that, not only Mr. Walz, but Mr. Sam Poe, was sent down to represent the American land St. Louis banks. The defendants introduced testimony then to show that Walz was not sent for the purpose of taking charge of the bank, but because the Bank of Gillette owed the American and St. Louis banks large amounts of money; that he was sent there, as the contract provided, to look after the loans and collateral; that, before they made the contract, they told the directors that they were inclined not to lend any more money, and that they had a conference with Mr. Jones, Mr. Norden and Mr. Koen, and stated to them that they would be willing to lend the bank more money under the arrangement suggested. The agreement was afterwards reduced to writing in the form of the contract set forth in the plaintiffs’ complaint; that when Mr. Norden stated that, “We are at your will”, Mr. Hicks stated to him, “I don’t want you to feel that way. It is nothing to us whether you borrow from us or some one else. If the .arrangement is not satisfactory, we don’t want you t.o enter into it.”
Mr. Norden then said it would be satisfactory. They then discussed the terms, and the Bank of Gillette was to give them all collateral, and they were to advance an additional $75,000, or as much thereof as was needed. That Hicks was to prepare the contract, and the said Nor-den asked him if Walz was to have charge of the bank or to have anything to do with reference to the bank, except the loans, and Hicks says he told him plainly that Walz was to have nothing to do with the operation of the bank; that, “of course, Mr. Walz is down there, and if he has the time, and you gentlemen want him to do anything, that is entirely up to him, but he is not going down there with that intention.”
It appears that, after Walz Avent down to Gillette, there was some dissatisfaction, and Mr. Norden, Mr. Jones and Mr. Sanders called on Mr. Hicks, and said that Walz was not satisfactory to the directors. Hicks told them that, if Walz was not satisfactory, they would get somebody else who was. Hicks saw Walz, and told him about the complaint, and afterwards wrote the bank that Walz knew that he did not own the-bank, but was only acting as our trustee, and we thought this action would be satisfactory to the directors. These directors afterwards wrote a letter in which they stated they were getting along just fine with Mr. Walz, and were pulling together for the interest of the bank’s affairs, thanking Mr. Hicks for his attention in the matter, and stating ' that no doubt his talk helped them to get together; stated also in the letter that, if any time something needed attention, they would keep Hicks advised.
Mr. Norden testified that their verbal contract was not reduced to writing at all; that they received the written agreement later. Norden testified that they did not put in there they were going to see us through if it took them from one to five years. Norden said he did not agree to the contract until they said they were going to see us through. There can be no controversy, of course, about the written contract. It is introduced in evidence, and speaks for itself, and it is the only contract entered into between the parties, and the plaintiffs contend that, under that contract, the American Bank became liable to the creditors of the Bank of Gillette.
At the time the contract was entered into, the Bank of Gillette was largely indebted to the American and St. Louis banks. The condition of the country was such that the Bank of Gillette could not make collections. Many of its loans had been made to rice farmers, and it is said that they were holding rice for a better price, and, for that reason, the Bank of Gillette could not collect, and therefore wanted additional loans from the American and St. Louis banks. Doubtless all parties thought at that time that, if it could get additional loans from these banks, it would tide it over until it could make collections from the rice farmers, and then could pay all of its obligations. .
We do not think that-the fact that the conditions were such that the collections could not be made without great difficulty and without disastrous results to the borrowers, tends to show that the parties were in bad faith. When money is loaned by a bank at any time to persons who depend on rice crops or any other crops to make payments, the lender necessarily takes some chances, becaúse no one can tell in advance whether there will be a good crop or a poor crop, nor can any one tell whether the price will be high or low, and the ability of the producer to pay is influenced 'by both the amount of crop raised and the price the producer can get for it.
We think it appears from the record in this case that a reasonable, prudent business man would have been justified in believing that the debtors of the Bank of Gillette, if given a little time, could pay their obligations •and, if so, th.e Bank of Gillette would have been in prosperous condition. This was evidently the belief of the American and St. Louis banks when they agreed to advance additional sums of money to the Bank of Gillette, and, if this is true, they had the right to have somebody present at the bank to look after the collateral, loans, and collections, and for protection. It is not unreasonable, since the Bank of Gillette was alréady indebted to them largely, that they would want to look after their interests, if they were going to advance them additional sums of money.
There can be no doubt, if the American bank and the St. Louis bank had authorized Walz to do what the witnesses swear that he did do in connectioiTwiththeBankof Gillette, they would have been, liable. If the American and the St. Louis banks had authorized Walz to take charge of the Bank of Gillette, or if these banks had used the Bank of Gillette as an instrument through which to carry on their business, or had operated it as a branch bank, or had taken the management and control of the same, their liability would have been the same as if they had done the business in their own name; but, whether these hanks became liable depends, not upon what Walz said or did, unless what he said and did was either authorized by them or the knowledge of these things brought home to them, but their liability depends upon the contract entered into. The contract provides for the employment of Walz as a trustee for the two banks, to represent them as they had agreed, with the Bank of Gillette. The two banks certainly had the right to enter into a contract with the Bank of Gillette that, if the Bank of Gillette would employ Walz so that he might look after the loans and the collateral, they would be willing to lend $75,000 additional to the Bank of Gillette.
The assets of the Bank of Gillett at the time were in excess of its liabilities, but the condition of the country was such that it could not collect immediately, and needed more money, because it could not at that time collect from the rice growers, or, rather, it was thought inadvisable to try to collect at that time, and, since the Bank of Gillett was already largely indebted to these two banks, it would have authority to agree to carry its cash balances with these two banks. Certainly there could not have been anything wrong, if they were going to lend the money that it needed, to require it to keep its cash balances with them, rather than with some other bank. They could also lawfully require Walz to obtain all the collateral to hold in trust to secure them, and give him absolute authority in accepting loans and collateral. The notes taken from the Bank of Gillette for the money advanced were to be made payable on demand, and the collateral to be held in trust for the banks advancing the money.
We do not think that any of these things, or all together, could be construed as authority to take over the Bank of Gillette, or to take control or management of the same. This contract could not be construed to mean that the two banks were operating it as a branch bank or as an instrument through which to carry oii their business, and that is the important question, so far as the liability of the banks is concerned. If they managed it, operated it, and controlled it, we have already said they would be liable, or if the contract could be construed as authorizing Walz to assume control; his authority and duties are those prescribed by the contract. It is earnestly insisted that there was an oral contract or agreement. In answer to that, however, it is sufficient to say that, whatever discussion or statements there may have been prior to the consummation of the written contract, the agreement of the parties was finally reduced to writing, and the oral statements made prior to that time were merged in that contract, and the written contract became binding on all parties.
This court has said: “Antecedent propositions, correspondence, and prior writings, as well as oral statements and representations, are deemed to be merged into the written contract whióh concerns the subject-matter of such antecedent negotiations, when it is free from ambiguity, and complete.” D. K. & S. Rd. Co. v. M. & N. A. Rd. Co., 104 Ark. 475, 149 S. W. 60.
Again it is said: ‘ ‘ Prior oral agreements and antecedent writings forming a part of the negotiations for a contract become merged in the subsequent written contract, and are incompetent as evidence for the purpose of enlarging the scope of such written contract.” Harrower v. Insurance Co. of North America, 144 Ark. 279, 222 S. W. 39.
There can be no doubt in this case that the oral agreement, if there was any, was merged in the written contract, and it is universally held that a written contract, free from doubt and ambiguity, cannot be altered or contradicted by parol evidence except for fraud or mistake. It therefore follows that, unless the appellant is liable under the written contract, it would not be liable.
“It is true, of course, that the parties to a written contract may, subsequent to its execution, modify and substitute an oral agreement therefor.” Cook v. Cave, 163 Ark. 407, 260 S. W. 49.
But the parties in this case did not claim that, after the execution of the written contract, it was in any way modified, or that an oral contract was substituted for it. They claim to have called on Mr. Hicks because of the alleged misconduct of Mr. Walz. They evidently thought that Walz was exercising authority that he did not pos sess under the terms of the agreement. After their interview wiili Mr. Hicks, tliey wrote a letter stating', in substance, that Mr. Walz’s conduct was satisfactory.
It thus appears that the directors of the bank did not themselves think that Mr. Walz had authority to do what he was doing. In fact, they’knew what his authority was, because they had a copy of the contract themselves, which expressly stated the authority of the agent. There was a great deal of testimony introduced with reference to the acts and declarations of Mr. Walz, and it is earnestly argued that these show that the Little Rock and St. Louis banks had taken charge of the affairs of the Bank of Gillette. There is, however, no principle of law better established than the principle that you can neither prove agency nor the extent of an agent’s authority by his declarations or actions. The principle is well stated in Meehem on Agency, vol. 1, § 285. The rule is stated there as follows:
“The authority of an agent, and "its nature and extent, where these questions are directly involved, can only be established by tracing it to its source in some word or act of the alleged principal. The agent certainly cannot confer authority upon himself or make himself agent merely by saying that he is one. Evidence of his own statements, declarations or admissions, made out of court, therefore (as distinguished from his testimony as a witness), is not admissible against his principal for the purpose of establishing, enlarging or renewing his authority? nor can his authority be established by showing that he acted as agent or that he claimed to have the powers which he assumed to exercise. His written statements and admissions are as objectionable as his oral ones, and his letters, telegrams, advertisements and other writings cannot be used as evidence of his agency. The fact that the agent has since died does not change the rule. Where his authoritv is in writing, he cannot extend its scope by his own declarations. His acts and statements cannot 'be made use of against the principal until the fact of the agency has been shown by other evidence. ’ ’
This court has many times held that the acts or declarations of one does not prove that he is an agent, and that the agent' cannot hind his principal beyond the limits of his authority. It therefore follows necessarily • that the acts and declarations of Walz, that were beyond his authority as contained in the written contract, are not binding on the bank. This brings to us a consideration of the contract itself, and to the question as whether, under the contract, the banks took such charge and control of the Bank of Gillette as would make them liable to the creditors of the bank in this suit.
We think that the contract is close to the border line, but, after a careful consideration of the contract itself, together with all the testimony in the case, and the very able arguments of learned counsel on both sides, we have reached the conclusion that, under the contract, the American Southern Trust Company is not liable to the creditors of the Bank of Gillette. We think that, under the contract, they did not take such control and management of the Bank of Gillette as would make them liable.
Of course, it is true that a principal is liable for the acts of his agent, ¡although they might not be authorized, if they were within the apparent scope of his authority.
Apparent authority is that which, though not actually granted, the principal knowingly permits the agent to exercise, or holds him out as possessing.
In the view we have taken of this case, Walz had no apparent authority beyond the authority given to him in the written contract, because there is no evidence of the banks’ holding him out as having any other additional authority. Such authority cannot be proved by his acts or declarations,' unless the principal authorized his acts or declarations, or knew of them.
“Apparent authority in an agent is such authority as the principal knowingly permits the agent to assume, or which he holds the agent out as possessing, such authority as he appears to have by reason of the authority which he has; such authority as a reasonably prudent person, using diligence and discretion in view of the principal’s conduct, would naturally suppose the agent to possess.” Ozark Mutual Life Association v. Dillard, 169 Ark. 136, 273 S. W. 378.
It will he observed that the court has held in the above cited case that the principal is bound only when he knowingly permits the agent to act for him, or when he holds the agent out as possessing power to act; that is, his acts are within the apparent scope of the authority of the agent if the principal knowingly permits his agent to do certain things or assume certain authority, or such authority as he appears to have by reason of the authority which he actually has.
There is no testimony in this case tending to show that the principal held out Walz as having authority to do anything except what was authorized under the written contract, and it is a well-established principle of law that one dealing with an agent, without inquiring of the principal of his authority, does so at his peril. It is not sufficient that he knows of the acts and declarations of the agent, or that he makes inquiry of the agent; he must make inquiry of the principal, or he must know of the acts or declarations of the principal in order to determine the authority of the agent. Counsel discuss not only the principle of apparent authority, but also the question of estoppel. There could be no estoppel, of course, unless the principal kiiew of the acts or declarations of the agent and the things that the agent did, and, as we have already said, the principal is not bound by either the acts or declarations of its agent unless within the apparent scope of his authority. If they had authorized Walz to take charge of the affairs of the bank, to run the bank for them, or to displace the board of directors or officers of the bank, the appellant bank would have been liable in the same way that it would if it had taken charge of the bank and operated it in its own name, but, under the authority in the contract, Walz had no right to do the things it is alleged that he did, and the officers and board of directors had no right to permit him to do these things. If the bank is not liable, it follows, of course, that George F. Walz is not liable under the contract, and, as he was not a director or an officer of the hank, we think he is not liable under the proof in this case.
There are several cross-appeals; the cross-appeal of the Atlas Oil Company and of the Mente & Company, Inc. The claim of the Atlas Oil Company was disallowed by the chancellor, and it is argued that there is no evidence to sustain the chancellor’s findings. The chancellor had before him all of the evidence in th$ case, a portion of which showed the business in which the oil company was engaged, also the evidence of dealing in oil by Sam T. Poe, and this is true also of the claim of Mente & Company, Inc., and we think there was sufficient evidence before the chancellor to justify his findings, and that he was correct in his findings, unless the claimants had introduced proof to show that their claims were for money deposited.
As to the findings of the court below on the claim of the First National Bank of DeWitt and L. A. Black, we cannot say that the finding was against the preponderance of testimony. It follows from what we have already said that the decree against the American Southern Trust Company and Geo. F. Walz must be reversed and dismissed, and the decree in all other respects should be affirmed. It would be useless to set out or discuss all the testimony in the case. After a careful examination of the entire record, we have reached the conclusion above set forth, and the decree of the chancery court against the American Southern Trust Company and George F. Walz is reversed and dismissed, and the decree in all other things is affirmed.
Kirby, J., disqualified.