Fredendall v. Taylor

26 Wis. 286 | Wis. | 1870

Dixon, C. J.

We have examined the facts of this case very carefully, and it clearly seems to us that it is in no respect different from what it was when it was before this court on the former appeal (23 Wis. 538) There was certainly sufficient evidence in favor of the plaintiff to go to the jury upon all the questions in issue. The evidence was sufficient to authorize a verdict that the plaintiff contracted upon the credit of the officers, and not of the association which they professed to represent. It was sufficient to authorize a finding that Spencer had original authority from the other defendants to make the contract. It was also sufficient to authorize the jury to find that the defendants Taylor and Kreiss subsequently ratified the contract, provided Spencer had no original authority from them. There was testimony enough upon all these points to sustain the verdict. Counsel for the defendant does not deny this, but still argues, as if we were to examine and weigh the testimony. That we cannot do. The verdict thus supported must stand, unless there was some error in the instructions of the court.

We think there was no error. The instructions given were full, fair and correct. It is impossible that the law of the case, and the whole law, could have been more clearly and concisely given to any jury. It is for this reason unnecessary for us to dwell upon it. And the instructions asked by the defendants were properly refused. There is no question of the statute of frauds, or of one person binding himself to pay the debt of another, in the case. It is simply a question of agency and ratification. And the mistake of the defendants’ counsel throughout seems to have been in supposing that the defendants must have known or believed, at the time the several acts were done, that they were incurring a personal liability or indebtedness. Now the truth may have been, and very likely was, that they did not know or believe this. But that does not affect the question. Their liability springs from the fact that there was no responsible body or corporation behind them, which they could bind, and against which the plaintiff could have had his remedy. When, therefore, Spencer was acting in the name of the association by the direction of these defendants, he was, for all purposes of this action, acting in their names, and binding them personally by his contract; and when they ratified his acts or contract, although in form as officers of the association, it was, in legal effect and operation, as individuals and not as officers. Upon such ratification, it became their personal contract or obligation, the same-as if they had originally entered into it. As the defendants had no principal — no legal association or body which they could represent, act for, or bind — they must be held, in all the transactions, to have represented, acted for and bound only themselves, in the same manner and to the same extent as if there had been no assumed authority to act for the State Eire-men’s Association.

These observations, we believe, sufficiently dispose of all the objections taken by counsel for the defendants, and show that the judgment should be affirmed.

By the Court. — Judgment affirmed.