13 Iowa 555 | Iowa | 1862
The directors, Wiltse, Bissell and Cook were elected in May, 1858, and their successors on the second Monday (14th) of March, 1859. By the 8th section of chapter 52, Laws of 1858, taken in connection with the provision in the 1st section, these officers were elected for one year, and until their successors were elected and qualified. And while, therefore, by a change of legislation their successors were elected prior to the making of this contract, yet as they did not qualify until after, (to wit, on the 19th of March,) their right to contract thus for, is beyond controversy.
But it is denied that the district had any existence as an independent school district, or that it was capable of receiving a title or executing a mortgage. And while it is conceded that this power existed by the terms of the act of March 12th, 1858, (ch. 52, p. 57,) yet the argument is that this act was void for conflict with the Constitution; that it was so declared by this court (7 Iowa, 262); and that there has been no legislation by the General Assembly
The city of Dubuque was a separate school district before the act of March 12, 1858 (Laws of 1857, p. 854). _ By the act of 1858, each civil Township was declared a school district, and each incorporated city including the territory annexed thereto for school purposes, containing not less than one thousand inhabitants, was invested with like corporate powers — the officers therein were to be elected in the same manner — were to possess and exercise the same powers, and perform the same duties as required of like officers in other districts; and in all respects such (city) districts were subject to the provisions of the general law, so far as applicable. This act was declared invalid on the 9th of December, 1858. On the 15th of that month the Board of Education declared that all elections which had been held — all acts done and contracts made — any. tax levied — any rights acquired under said act of March, 1858, were legalized and confirmed as fully and effectually as though the same had taken place under legal enactment. December 24th, 1858, a general school law was passed by the Board of Education, but this failed to contain the provision of the Act of 12th March on the subject of incorporated cities and towns. By the 5th section, however, “ Every
These are all the provisions bearing upon the question involved. Under this last act the city of Dubuque did, in February, 1859, vote in favor of a separate organization, and in March elected a board, who were qualified on the 19th of that month. In giving a construction to these acts, we remark that we think it was competent for the Board of Education to legalize and confirm the acts of officers elected, and transacting business, under that declared invalid. They were officers de fació, and the same power which the General Assembly possesses upon general subjects in legalizing and confirming the acts of officers or persons in the discharge of any particular trust or duty, the Board of Education possesses in relation to common schools and the school system. The question is whether this power has been exercised in this particular instance, so far as to continue in existence, and bring the districts provided for in the 1st section of the act of 1858 — which we style the city or town districts — without action on the part
The other question is whether it was competent for the Board elected in March, 1859, to ratify and adopt the act of their predecessors, and whether this has been done, so far as to make valid and binding the contract and mortgage touching the “ High School property.” And upon this subject we entertain no doubt. Without referring to all these acts, it is sufficient to say that from March 28, 1859, until the commencement of this action in May 1861, there was one unbroken series of acts recognizing the validity of the contract, showing that the property was in the possession of and used by the district — that repairs were made upon it — that negotiations were carried on to arrange the debt and procure time for its payment — had the same insured — all which matters appear from the records of said board. These officers had authority to execute this' mortgage— and whatever they could do directly, their subsequent ratification would legalize and make valid. The district is a corporation and through its officers it could adopt any contract of those acting de facto — if the officers so ratifying the unauthorized act had authority to make such contract.
• Appellant insists however, that there could be no ratification, for the reason that the corporation for which these persons assumed to act had no existence at the time of the conveyance and deed, and that the authorities on the subject of ratification all refer to existing corporations. Such
If a corporation ratify an unauthorized act of an agent, then as in the case of natural persons, the ratification is equal to a prior authority. And an act done before may be adopted after the incorporation, so as to be equally binding and conclusive. As a natural person may adopt and take the benefit of an act in relation to property in which at the time of its occurrence he had no interest whatever, but in which he subsequently acquires an interest, so may a corporation on contracts made prior to its existence. The two cases of Goody v. Colchester and Stoner & Valley Railway Company, 15 Eng. L. & E., 596, and Preston v. Liverpool, &c., Company, 7 Id., 124, are in point.
Affirmed.