111 Mo. App. 164 | Mo. Ct. App. | 1905
(after stating the facts). —The circuit court held the plaintiffs’ action was on the contract between the parties and not quantum meruit, but the counsel for both sides say the form of the action in that regard is immaterial to a decision on the appeal. It is insisted for the plaintiffs, that whatever the form of the action may be, the evidence introduced made a case for the jury; and for the defendant that no case was made, either on the contract or quantum meruit. It may be true, that this question is not important here; but if the cause is tried again it would be important then in this respect, if no other: if the suit is on the contract, the
Plaintiffs were defeated because, in the opinion of the learned circuit judge, their evidence indisputably proved the plans and specifications were not satisfactory to the defendant corporation, which fact precluded a recovery against it; while there was no showing of liability on the part of the defendant Trotman. As to the latter the ruling was unquestionably correct. Not a line of evidence is before us to show either that he made a contract with the plaintiffs or that they rendered him a personal service of value. They were working for the Church of the Redeemer, not its rector. Whether the action is on the contract or quantum meruit, it is obvious that he is not liable. The only conceivable theory on which he could be, is for exaggerating his authority as agent of the church, to the detriment of the plaintiffs; b,ut nothing of the kind is charged. The plans were rejected as unsatisfactory by the vestry; which, so far as there is any proof bearing on the subject, is shown to be the controlling body of the incorporated church; its board of directors or trustees in whom is vested the management of the temporal affairs of the corporation. No by-laws of the corporation were put in evidence, nor any rules of the Episcopal denomination respecting the control of the church property; but there was-oral testimony that the management of the business of a particular congregation of that sect, is committed to its vestry; and we shall assume this to be true in considering the case.
The reason, and the only reason, given why the plans, drawings and specifications submitted by the plaintiffs were unsatisfactory, was that they were entirely too expensive for the means of the church; which
That the vestry itself instructed plaintiffs to- prepare such plans as were submitted, is not asserted. Neither do Ave think any showing Avas made that the plans and specifications were accepted by.the vestry. It is true they were in the hands of that body, or of a member of it, probably Dr. Trotinan for five or six weeks; but naturally they would be under examination for some time. So far as is disclosed, no use Avas made of them by the church, and they Avere rejected at the first meeting
The evidence goes to show plaintiffs’ work was done under the supervision and according to the instruction and wishes of the rector of the church, and it is contended that he had authority, express or implied, to give directions ; or, if he did not, that his conduct in that regard was ratified by the vestry.. A proposition much pressed by plaintiffs’ counsel is that as Dr. Trotinan was president of the vestry and rector of the church, instructions regarding the preparation of plans and specifications for the contemplated edifice was a power incidental to his office and which the law will imply as existing inhim, unless his authority is shown to have been restricted. For that matter, the contract itself shows the plans were to be drawn to the satisfaction of the owners of the church (the vestry) ; that the agreement was with that body and was signed by the rector as president of it; and this would restrict any authority in the rector which the law might otherwise imply from his position as president. The vestry reserved control over the plans. But no such power as is contended for is implied by the law to belong to the rector of a church or president of its vestry. As said before, we are not enlightened by the evidence concerning the internal regulations of Episcopal churches or their rules of government, or whether there are rules. Plaintiffs’ counsel seek to liken the office of president of the vestry to that of a business corporation, and invoke the rule of law that presidents of
We have quoted in our statement the testimony relied on to show authority was actually conferred on the
Nothing was disclosed tending to prove the vestrymen were aware that the rector was having plans prepared for a building to cost more than was desired and, with such information, permitted plaintiffs to go on with the work Avithout protest. Nor was any other conduct of the vestrymen shown from which ratification of the rector’s acts by the vestry can be inferred, to estop it from disclaiming responsibility for those acts. It has thus been seen that there was evidence neither of actual authority in the rector to give instructions regarding the plaintiffs’ work nor of implied, authority by virtue of his office, nor of ratification of his unauthorized acts by the vestry.
The question of whether there was evidence for the jury to consider on the issue of the vestry’s good faith in rejecting the plans remains. Though these were to be prepared to the satisfaction of that body, and though it might reject them if unsatisfactory, either in regard to the style of the building called for, or its expense, it could not reject them arbitrarily or from a motive wholly unconnected with the plans themselves. There is evidence in the record which has some tendency to induce a belief that the plans were rejected, not because the building provided for was too