85 Ala. 292 | Ala. | 1887
In June, 1886, the appellee arrested three individuals for the offense of having maliciously obstructed the railroad of the Montgomery & Eufaula Railway Company. One of them was discharged by the magistrate on the preliminary investigation; the other two were
i “Central Bailroad & Banking Company of Georgia; South Western Bailroad Division; Montgomery & Eufaula Bail-way Company of Alabama.
“ $300 Beward. For the arrest, with proof to convict, any person or persons for the malicious obstructing of the tracks of these companies.
“Tiieo. D. Kline, Sup’t.
The offer, though general, being for the arrest of any persons committing the specified offense, may be regarded a promise conditional on doing' the proposed acts, and by performance becomes a binding contract, not having been previously revoked. To entitle the plaintiff to recover, it was incumbent on him to prove, not merely the arrest, but also that he furnished proof to convict. The nature and sufficiency of the proof so furnished need not be circumstantially shown; it is sufficient, if shown that he 'furnished the proof on which the conviction was had.
The material and important questions, on which the liability of the defendants depends, are raised by the objections to the admission in evidence of the circular. The objection involves the power of railroad corporations, and the authority of the superintendent, in the absence of express authority by the managing body, to offer such generál rewards, the nature and extent of the offer, and the collateral rulings of the court on the admissibility of the evidence to show that the offer was made by the superintendent, and that it was adopted and ratified by the corporations. Without controverting the power of such corporations to offer rewards in special cases, it is contended that they have no implied power to offer a general standing reward. The argument is, that the State having enacted laws to protect their property, and being presumed capable of enforcing them, such implied power is unnecessary. The general principle will be conceded, that a corporation can do no acts, and make no contracts, except such as are authorized by its charter, or by the general law. All the powers, however, need not be conferred in express terms. There are implied powers incident to every private corporation — power to do such acts as are necessary or proper, directly or indirectly,
But, tbougb tbe corporation may have such implied power, it is insisted that tbe superintendent bas no authority to offer a general reward, unless expressly granted by tbe board of directors. A corporation necessarily acts by representation, and tbe appointment of an agent includes power to do anything necessary and usual to execute tbe authority with effect. Tbe scope and character of tbe business, which be is empowered to transact, is tbe measure of tbe authority of a general agent. Tbe real authority of a superintendent is not restricted to sucb powers as may be conferred in terms by tbe board of directors, or by tbe by-laws, or by the usages of tbe corporation, but also includes sucb powers as are incident to bis general duties and express authority. To him is intrusted, as tbe representative of tbe corporation, tbe general management and supervision of tbe running and operation of tbe road, and it is bis general duty to take care that it is kept in safe condition. In tbe discharge of this duty, be may adopt any legitimate mode, and employ any means which are usually deemed effectual and proper to protect tbe road against obstructions. As we bave shown that railroad corporations bave tbe implied power to offer a general reward for tbe detection, apprehension and bringing to justice of persons obstructing tbe road, sucb authority is incident to tbe business and duties of tbe superintendent, and to tbe purposes of bis department; consequently within tbe scope of Ms agency. — To., Wa. & Wes. Railway Co. v. Rodrigues, 47 Ill. 188.
Tbe objection to tbe introduction in evidence of tbe circular is founded on tbe further ground, that tbe offer of tbe reward is, on its face, tbe personal obligation of tbe superintendent, and on the absence of evidencé showing that it was intended to bind tbe defendants. Tbe general rule undoubtedly is, that when a contract is made by an agent, in order to bind tbe principal, it should be made in bis name, and purport to be bis contract. An exception to tbe general rule is, that when an agent bas incidental authority to make contracts in relation to bis usual and general employment, both be and tbe principal may be personally responsible, tbougb tbe contract may be made in tbe name of tbe agent, and that tbe true character of tbe transaction may be shown by
For the purpose of showing that the offer was made by Kline as superintendent, the plaintiff was allowed to prove, against the objection of the defendants, that he wrote a letter to Kline, witliput stating its contents, which was sent by mail addressed to him at Macon, Georgia, his place of residence and business. A few days thereafter, he received by mail the printed circular’, inclosed in an envelope, postmarked Macon, Georgia, on which were printed the words “Official business; Office of Superintendent,” and the names and description of defendants as they appear in the circular; and also that, after the arrests, in an interview with Kline, the plaintiff stated that he wished one Malloy, who was in the employ of one of the defendants, as a witness at the trial of the accused persons, who Kline promised should be present, and that he was present at two terms of the court. That Kline was superintendent of the south-western division of the Central Bailfoad & Banking Company, and of the Montgomery & Eufaula Bailway Company, which was part and parcel of the former, were admitted facts. His name as affixed to the circular, was printed, which rendered the positive proof of his signature impracticable, and resort to circumstantial evidence compulsory. The printed circular having been sent by mail, in response to a letter directed to the superintendent, and in an official envelope addressed in the handwriting of his secretary, the presumption is, in the absence of rebutting evidence, that it was an official transaction. The facts and circumstances above stated were relevant and proper to be considered by the jury, in determning the question whether the offer was made by the defendants, through Kline as their superintendent.
It is further insisted, that the offer of the reward was prospective, and did not apply to the arrest, with proof to convict, persons who had committed the offense previously to its date. While the offer may be largely preventive in its nature and purpose, prevention may be rendered as effectual by industrious efforts to bring to justice those who have already committed, as by causing the arrest and punishment of those who may thereafter commit the offense. The words, “for the malicious obstructing of the tracks of these companies,” were used to designate the special offense, and were not intended to confine the reward to the commission of future, to the exclusion of past offenses. Its terms are broad enough to embrace both; but, if it should be limited to either, the reasonable construction would be in favor of its application to offenses committed, and not solely anticipative of. future commissions. We discover nothing in the terms of the offer which authorizes the construction contended for by appellants.
The rulings and charges of the court are in accord with the foregoing principles.
Affirmed.