32 N.Y.S. 71 | N.Y. Sup. Ct. | 1895
Lead Opinion
This action was brought to recover a sum alleged to be due from the defendant to the plaintiff upon an alleged contract. It was strictly in its nature an action by a broker to recover commissions alleged to have been agreed upon. The contract sued upon was made by one Dodge, as the president of the defendant, with the plaintiff. It was conceded upon the trial, and the court so charged the jury, that the president of the company had no power to make this contract on behalf of the corporation, and that it was necessary, in order that the same might be binding upon the corporation, that it should be either directly or indirectly confirmed by the board of directors; and the jury were further instructed that the corporation might, with full knowledge of the facts, ratify the action of the president, which in its inception was not binding upon them, and that, if the directors of the company received the fruits of any contract obtained through the instrumentality of the plaintiff, they were liable, whether those fruits turned "out to be of value or not. The defendant raised the point, upon the termination of the plaintiff’s case, and also upon the completion of all the evidence of the case, and before the same was submitted to the jury, that there was no evidence showing this contract to be binding upon the company, and that there was no liability upon the part of the defendant to the plaintiff. As has already been stated, it was conceded that there was no authority upon the part of the president to bind the corporation by such a contract; and the jury must have found their ver
FOLLETT, J., concurs.
Dissenting Opinion
' The plaintiff and the president of the •defendant company signed a contract, by the terms of which the plaintiff was to perform certain services, for which he was to receive some stock and money. That plaintiff performed his part of the agreement the testimony tended to show, and, were it a contract between individuals, there can be no doubt that a verdict upon such evidence would not be disturbed. The defense is that the president of the defendant corporation had no power to make such a contract, such right being reserved to the board of directors. The evidence tends to show that the defendant reaped advantage from plaintiff’s work, but, though admittedly benefited thereby, it claims to have accepted such benefit without knowledge of plaintiff’s employment by its president. Evidence was also offered to show that, in addition to the president, other officers knew of the employment. Apart, therefore, from the original authority, the question was submitted to the jury, as to whether there had or had not been a ratification by the defendant, the court saying:
“I have also charged you, gentlemen, that a corporation may ratify a contract which was invalid in its inception, and it may do that in two ways: First, if, knowing all the facts, it deliberately, by a vote of the directors, ratifies the transaction; and, secondly, by receiving the fruits which have grown out of the carrying out of the invalid contract”
I think this was a correct statement of law, and, the jury having found in plaintiff’s favor upon the question of ratification, the verdict seems to me right, and should not be disturbed. Aside, however, from this, I think there was a question as to whether or not the company was not bound, notwithstanding the provisions of the by-law, by a contract that was made by its chief executive officer in connection with a matter which presumably was within the scope of' his authority, concededly made for the benefit and advantage of the corporation, which the latter reaped, and which it holds; and this I do not think it should be permitted to do without making just compensation to the plaintiff. Having concluded that the judgment is right, I dissent from the conclusion reached by the majority in reversing it and ordering a new trial.