Grape Sugar & Vinegar Manufacturing Co. v. Small

| Md. | Jun 19, 1874

Robinson, J.,

delivered the opinion of the Court.

This suit was brought to recover a balance alleged to he due on account of work done and materials furnished to the appellant.

The appellee, plaintiff below, proved that he was employed by Dr. Sim, acting as President of the appellant, to build and repair a certain number of tubs, to be used by the appellant, in the manufacture of “grape sugar” and “vinegar”-—-that the work was begun on the 23rd of May, 1870, and continued until October 10th, following, and amounted to $1821.66, upon which was paid, at various times prior to August, 1870, the sum of $270.00 and subsequent to that time, the further sum of $139.60, paid by William A. Fisher, Esq., trustee, to whom the appellant had assigned all of its property, including the tubs and fixtures built by the appellee.

The appellee also offered in evidence, the certificate of incorporation, executed May 16th, 1870, and recorded August 13th, following.

Upon this evidence, the appellant asked the Court to instruct the jury:

1st. That there was no evidence legally sufficient to prove the authority of Dr. Sim, to bind the appellant by the contract under which the work was done and the materials furnished.

2nd. That the plaintiff is not entitled to recover for the work done and materials furnished, prior to the day on which the certificate of incorporation was filed for record.

3rd. That the amount paid by the trustee of the appellant should be credited to the account of work done subsequent to the recording of the certificate.

To the refusal of the Court to grant these instructions, the appellant excepted.

To entitle the plaintiff to recover, it was incumbent on him to offer evidence legally sufficient to prove that the apx^ellant authorized Doctor Sim to make the contract under which the work was done, or that it subsequently ratified the same. It was not necessary, however, to prove this by a direct vote or resolution of the company. It being conceded that corporations of this kind, acting within the scope of their corporate powers, may make contracts through their officers or agents, there is no reason in principle or justice, why the same presumptions should not arise, and the same duties and responsibilities attach upon such contracts, as in the case of contracts made by natural persons. The plaintiff proved that the work was done under a contract' made by the acting President of the company—that it was necessary, to enable the appellant to carry on the business for which it was incorporated ; and further, that the services thus rendered under the contract, were accepted by the appellant, without objection, and without an intimation that the acting President was not authorized to contract for the same. There was evidence then, in our opinion, legally sufficient to warrant the jury in finding that the work was done by the authority, or that it was subsequently accepted, and the contract under which it was done, ratified by the appellant.

The second prayer proceeds upon the assumption that the defendant is not liable, provided the work was _ done prior to the recording of the certificate of incorporation. It is true, that under the general incorporation law of this State, the recording of the certificate was necessary to constitute the appellant a body politic. If, however, the contract was made with the plaintiff through Doctor Sim, acting as President of the appellant, after the certificate had been signed by the members of the proposed corporation, but before it was recorded, and the company, after its incorporation was complete, accepted the work done under the contract, it will be estopped, both in law and in equity, from denying its liability, on account of the same. In other words, the appellant will not be permitted to accept the work done and materials furnished by the plaintiff under a contract made prior to the recording of the certificate, and at the same, time deny its liability under it.

Prom what we have said, it follows that the third prayer was also properly refused. If the company was liable under the contract, the plaintiff was not obliged, of course, to apply the payment made by the trustee to the work done and materials furnished prior to the recording of the certificate.

(Decided 19th June, 1874.)

Rinding no error in the rulings below, the judgment will he affirmed.

Judgment affirmed.