39 Colo. 133 | Colo. | 1907
delivered tbe opinion of tbe court:
From a judgment in favor of Evan Asbton and John H. Atkinson, appellees (plaintiffs below), tbe Conqueror M. & M. Company (defendant below) appeals.
That, in pursuance of said lease and with the full knowledge of defendant, plaintiffs began doing work, cleaning out an old cross-cut, after which plaintiffs drove the same ahead for seventy-five feet to intersect and cut what is known as the Patsey lode, and that the said lode was cut by such tunnel.
That after the Patsey lode was cut as aforesaid, the plaintiffs were .notified by the agent of the defendant company that the defendant had concluded to work the ground itself and agreed that if the plaintiffs would abandon their rights to the ground, the defendant would pay plaintiffs all the money expended for work, labor and material in cleaning out the cross-cut and driving same to intersect the Patsey lode; that the plaintiffs have ground on the same lode as the Patsey, over and beyond the ground of the Patsey owned by the defendant, and for the purpose of avoiding trouble over and concerning said ground, they agreed to accept the proposition, and that they did, on or about the 26th day of June, 1899, quit the ground of the Patsey lode and turned over the possession to the defendant; that the defendant failed and refused to pay the sum of seven hundred and forty dollars ($740.00) as agreed to be paid for the possession of the premises.
The answer specifically denies ■ the allegations of the complaint, and further avers that all work doné as described in the complaint was done by one Otto Schraffrath and the plaintiff, Evan Ashton, while working on the defendant’s ground under the authority of a written license, dated March 31st,
“As a general rule, what the directors of a corporation know regarding the matters affecting its interests, the Company knows; and the knowledge of the directors may often be inferred from circumstances, and it is not always necessary to show direct proof. ’ ’
In support of the allegation that the defendant corporation leased in March, 1899, all its territory west of the Conqueror main tunnel, plaintiffs introduced testimony that Mr. Woodrow, then manager of the company, made a verbal lease of such property, and that Mr. Wells, who succeeded him as general manager, agreed to give them a lease upon a portion of the so-called Patsey vein, included in such territory.
It is not shown, nor attempted to be shown, that either Mr. Woodrow or Mr. Wells was authorized
Tbe board of directors, acting as such, refused to grant a lease upon tbe Patsey vein. Tbe record does not disclose that tbe leasing of any of this property to plaintiffs was ever considered.by tbe directors prior to tbe meeting at which such lease was refused. No lease upon tbe Patsey vein was repudiated as argued by appellees. Tbe plaintiffs never bad such lease, and were never entitled to tbe possession of any portion of tbe Patsey vein. Tbe record fails to disclose tbat Mr. Wells was an authorized agent of tbe company to make tbe contract upon which this action was brought. Tbe power to make it was not incidental to bis office of president and general manager.
Tbe trial court instructed tbe jury to this effect upon tbe evidence adduced at tbe trial, and this ruling is not assailed. Tbe contract not being within tbe scope of bis authority, was not binding upon tbe company. Tbe right of recovery then depends upon tbe ratification, by tbe company, of the agreement claimed to have been made. There could be no ratification by tbe board of directors unless it bad full and complete knowledge of tbe terms and con
Under the conditions of this case, the sixth instruction given by the court was erroneous and misleading in that there was no evidence whatever upon which it could be based. This court has so often held that an instruction which, though correct, is not based upon evidence in the case is therefore irrelevant and improper, that it is unnecessary to cite authorities. The directors mentioned in this instruction manifestly referred to the board. No facts or circumstances whatever are in evidence from which it might be inferred that the directors knew of the agreement of settlement alleged to have been made by Mr. Wells.
The rules enunciated in this sixth instruction
Chief Justice Steele and Mr. Justice Goddard concur.