Courtnay v. Mississippi Marine & Fire Ins.

| La. | Apr 15, 1838

Bullard, J.,

delivered the opinion of the court.

This case comes before us upon several bills of exceptions. The first was taken to the refusal of the judge to admit parole evidence, to prove the engagement of the defendants, to extend the policy of insurance to a second voyage or trip of the steamer Belfast, which was opposed on the ground, that the charter and by-laws of the corporation require the policy or contract to be in writing, signed by the president, and that no parole evidence could' be admitted, to bind the defendants.

The facts alleged as the ground of the action, were, that the plaintiffs contracted with the defendants, by a policy, for the insurance of one hundred and forty-three hogsheads of sugar, .on board the Belfast, bound to Louisville, to be laden at Fortier’s plantation, but that only twenty-six hogsheads could be taken on board; and that the defendants afterwards undertook and agreed, that the policy should extend to, and cover the remainder of the sugar, if laden on the next trip of the boat; that they were so laden, and a total loss ensued by fire.

It appears to us, the court did not err. The contract sought to be enforced, is distinct from the original policy, which it.is conceded, did not extend to the second voyage of the boat. It was in fact a new insurance, and parole evidence is inadmissible to prove that the defendants, in their corporate capacity, undertook the risk. In general, corporations can only contract in writing, through their official organs, although their assent to certain contracts may sometimes be inferred from their silence and acquiescence, as in the case of the Bank of the United States vs. Dandridge, 12 Wheat., 64" court="SCOTUS" date_filed="1827-02-28" href="https://app.midpage.ai/document/bank-of-united-states-v-dandridge-85516?utm_source=webapp" opinion_id="85516">12 Wheaton, 64, decided by the Supreme Court of the United States, in which it was ruled, that where a cashier’s official bond had not been formally accepted, according to the by-laws of the bank, yet the corporation having permitted him to act in that capacity, was considered as having tacitly accepted the bond. The argument of the counsel for the appellant, that the act of incorporation meant only to dispense with a common seal, and that the provision requiring only the signature of the president, or two directors, etc., to all policies, is merely directory, proves too much. It would go to show, that a written policy might be dispensed with altogether, and a parole agreement for insurance be sufficient to bind the corporation. The president of the corporation cannot be considered as acting within the scope of his authority, in relation to an insurance, unless his act is evidenced by his signature. We do not mean to say, that a new policy was indispensable in this case. The first policy might have been so modified, as to extend to the new risk.

The president of an insurance company cannot he considered as acting within the scope of his authority, in relation to an insurance, unless his act is evidenced by his signature. policy Tf e;'nsu-ranee,was taken out, on one hundred and for-lieadTof sugarj leans to^Louis-rilie, onthestea-only twenty-six first'tripkthe re-mainingonehun-dred and seventeen were ship-comí trip"of the boat, without any endorsement on the policy or greement^and the boat and ear-fire: Held, that notifiable!'The tending To the second trip.

There are cases, certainly, according to the settled doctrine at present, in which corporations may be bound by implied contracts without writing, deduced by inference from corpo-_ 0 ^ r rate acts. But the present case does not appear to us to fall under that category; for even admitting that the defendants *nsmed the sugar against fire, at Fortier’s plantation, for one month, it does not follow that they took the risk afterwards, 013 board the steamboat. The other circumstance', to wit: t^at ^:ie Premium paid on the first insurance was not returned, has been sufficiently explained, by showing that it never ivas jit r s ° demanded.

The authorites upon which the counsel for the appellant relies,.in support of his right, to offer parolé evidence in this ° * case, notwithstanding the rule, that such evidence is in gene-1-£&inadmissible against or beyond what is contained in written contracts, to vary, modify, or extend them, appears to us far from satisfactory. The case of Ludling vs. Krumbar, was between the payee and drawer of a bill of exchange, in which Htter was permitted to show by parole, that iii drawing the bill he was recognized by the payee himself as merely agent of the drawee, and consequently, a want of consideration as to him. 3 Martin, 640. The case of Rabassa vs. Orleans Navigation Co., involved a question of lease, and it was held, that such a contract could be proved by parole, where no act had. been signed by the parties. 5 Louisiana Reports, 462.

The charge of the judge to the jury, which was also excepted to, appears to us not to have been erroneous, and we are not satisfied that the verdict was wrong.

It is, therefore, ordered, adjudged and decreed, that the judgment of the District Court be affirmed, with costs.