Bridges v. Board of Supervisors

58 Miss. 817 | Miss. | 1881

Chalmers, C. J.,

delivered the opinion of the court.

Plaintiffs contracted with the Board of Supervisors of Clay County to build certain bridges according to plans and specifications on file. They read, but misunderstood the specifications as to the character of abutments required to be put to the bridges, and hence undertook the contract at a less sum than they otherwise would. They have been paid the full sum for which they contracted, and now bring this suit to recover the difference between the contract price and the sum which it is-manifest they would have bid if they had properly understood’ the specifications. They base their demand upon the fact that they were led into the mistake, in part, by some members of the board, who shared it with them, who were well aware of the calculations upon which they fixed the amount of their bid, and who in open session misinformed them as to the requirements of the specifications with regard to the abutments.

It is quite evident that the suit cannot be maintained, for several reasons. . If it were a suit between private persons, it could not be sustained without a precedent reformation of the contract by a court of chancery, so as to make it conform to the mutual understanding of the parties. It is only shown, or attempted to be shown, that two members of the board — less than a majority — shared in the mistake, if there was one ; and a reformation could not therefore be enforced against the board, or those whom it represented, if it was a committee of a private association or corporation, except upon the idea that the majority of the members, by their silence, when they ought to have spoken, estopped not only themselves, but also the corporation, to insist upon the terms of the contract as written.. Certainly no such principle can be invoked against the county. Boards of Supervisors bind counties only when acting within the range of their authority, and in the mode and manner pointed out by the statutes. Their contracts are evidenced by the entries on their minutes, and can no more be varied by proof that the members failed to speak, though they knew that those with whom they were dealing misunderstood the purport of what they were doing, than they can be created and established by silence alone. It takes an affirmative act of the board within the scope of its authority, evidenced by an entry on its minutes, to bind the county by a contract; and when thus made, the contract is not to be varied, any more than created, by the mere silence of a portion of the board and the mistaken assertions of others. Code 1871, sects. 1361-1389 ; Crump v. Supervisors, 52 Miss. 107 ; Howe v. The State, 53 Miss. 57. It was plaintiffs’ folly to rely upon their own recollection, or that of others, as to the terms of the specifications which were on file, accessible to all, and according to which they obligated themselves to do the work.

This case in another shape was heretofore before us, and is reported in 57 Miss. 252.

Affirmed.