51 Mo. App. 66 | Mo. Ct. App. | 1892
This was an action commenced "before a justice of the peace on the following merchant’s account:
St. Louis, Mo., September 1, 1891.
Eagle Iron Works, 607^N. Levee. Bought of Famous Shoe & Clothing Company.
1891.
.Aug. 1 1 brace..............Weber...... 50
1 umbrella............Weber... . 2 00
1 hat................Weber...... 48
1 suit.................P. J. Huber. 15 00
1 coat.................Weber....... 4 50
1 pairpants...........Weber...... 2 95
Aug. 8 Bal. on suit...........H. Bidgway. .15 00
14 1 pr. shoes,..........Baaf....... 1 50
18 1 pr. slippers.........Baaf........ 1 50
$ 43 43
'Sept. 23 By cash of Mr. Weber, . 10 43
$ 33 00
“First. The plaintiff is a corporation of Missouri, authorized to and engaged in the sale of clothing, shoes, hats, caps and furnishing and household goods, and authorized by its- charter to sell' the character of goods which it claims to have sold defendant.
“Second. The defendant is a corporation of Missouri, authorized and engaged in the sale, manufacture and repairing of machinery and in carrying on a machine shop.
“Third. The goods claimed to have been sold by plaintiff to defendant were delivered by plaintiff to the parties named in the orders therefor filed with the papers in this case, which orders are made part of this agreement, and are marked exhibits A, B, C, D, E, E.
“Fowrth. The prices charged in the account sued on are the reasonable value of such goods; said account, is also made a part of this agreement, and marked exhibit Q-.
“Fifth. The signature of C. E. Beyer attached to the orders is genuine, and said Beyer, at the time of signing said orders, was the secretary of the defendant company.
“Sixth. The plaintiff had no notice of the extent, or limitation of the defendant’s charter powers, except, such as might be implied or inferred from its name, from the location of its business at 610, 611, 612 North Levee, and from what its agent saw when the book of order blanks, from which exhibits A, B, C, D, E and F were taken, were handed to the said Beyer in the machine shops of the defendant, but that the plaintiff had such notice of the charter powers as was imparted by the record of the defendant’s articles of association, duly recorded in the office of the recorder of deeds in the city of St. Louis, as required by law.
*69 “Seventh. The defendant, as a corporation, did not nse the goods sued for, and had no use for the same in their business, and no officer, director or stockholder outside of said Beyer, knew of the giving of the orders aforesaid, and defendant promptly disclaimed the authority of the said Beyer to issue said orders, when the knowledge that said orders had been given came to its knowledge, and at the same time refused to ratify said Beyer’s acts aforesaid, but such disclaimer and refusal to ratify was not made until after the goods were delivered as aforesaid.
“Eighth. If entitled to recover at all the plaintiff should have judgment for $33.”
All the orders were upon the same form, and the following copy of one of them may be given as an example of all:
“To Famous Shoe & Clothing Co., N. W. cor. Broadway é Morgrn Streets:—
“Please deliver to bearer, Mr. Ridgway, one suit not to exceed $15, and charge to Eagle Iron Works.
“E. E. Beveb,
“Secretary and Treasurer.
“Mail bill.”
Upon this agreed statement of the facts, the circuit court gave judgment for the defendant, to reverse which the plaintiff prosecutes this appeal. The judgment of the ■ circuit court was clearly right. In ■order to reach this conclusion, it is not necessary to consider whether a manufacturing corporation, organized under the laws of this state, has power to become the purchaser of the species of goods described in the foregoing account. It can be imagined that circumstances might exist under which such transactions would be upheld, although not executed, as, for instance, where such purchases are adopted by the manufacturing corporation as a convenient mode of paying its employes
This brings us then to the only other source of power above indicated, and it is upon this that the argument of the plaintiff has been chiefly made. This rests upon that clause of the statute which may, perhaps, be regarded as merely declaratory of the common law, that “contracts may be implied on the part of corporations from their corporate acts, or those-of an agent whose powers are of a general character.” Revised Statutes, sec. 2508. This argument assumes
But it is argued that this plaintiff ought to recover in the present instance, because the contract has been completely executed on its part, so that there is nothing for the defendant corporation to do except to execute it on its part, that is, to pay the money, and an attempt is made to appeal to the principle that, where a contract is made with a corporation which is in excess of the powers of the corporation, and is fully executed by the ■other contracting party, the corporation thereby becomes estopped from repudiating it under the plea of ultra vires. An examination of the decisions which so hold will show that most of these are cases in which the •corporation has in some way received the benefit of the
It ought to be added that no hardship or danger-to the mercantile community can result from the-holding which we feel constrained to make in this case, because no prudent merchant would sell goods to be-delivered to different third persons, on the mere order of the secretary of a manufacturing corporation without inquiring into the fact and sources of his authority.
The very fact, that he undertakes to charge a manufacturing corporation with liability for such an unusual transaction, ought to put any ordinarily prudent merchant upon inquiry.
The judgment is affirmed.