22 Conn. 502 | Conn. | 1852
This case was before the court at its last
session, when we granted a new trial, for a verdict against evidence. The question now presented,' was not then adjudicated, though it was alluded to, in the arguments of counsel, and in the opinion of the court, as one of great
After the fullest consideration, with the aid derived from the learned and able arguments at the bar, a majority of the court do not hesitate to hold, there must be a new trial.
It will be noticed, that the suit is upon a special promise of the defendants to carry the plaintiff from New Haven to Collinsville ; not an action against common carriers, for an injury suffered, while passing over their road, nor as founded upon a responsibility growing out of such relations. This would not answer—for the defendants could not be common carriers, except on their own road; so, the pleader declares! upon a special undertaking of the defendants, aside from their) appropriate line of duty, and the attempt is, to subject on that undertaking, and on nothing else. *
It is found, that the defendants had no power to enter into the undertaking in question, and therefore, as a ground of claim, it must be agreed, the undertaking merely is of no avail, for the reason, that the directors, having no authority, did not, in legal estimation, make the contract for the company. The question is, are the defendants estopped setting up this in their defence ? The statement of the case carries on its very face, conviction to the mind, that it can not be so. The defendants estopped from denying that they have done, what they never could have done ! It is a question of power, under the charter; and however individuals may be liable and estopped, who untruly hold themselves out as clothed with power, the defendants can not be es-topped, on any such principle of law known to the court. The notion of an estoppel in pais, to which class, if any, this estoppel belongs, proceeds on the idea of acquiescence or consent; a consent expressly or impliedly given by the party claimed to be estopped. Of course, there must be a legal possibility, or there ^an be no real or supposed acqui
The plaintiff introduced circumstantial evidence on the trial, to prove, that the directors of the company made the contract, and particularly, that their subordinate agents had, for some six months previously, been in the practice of contracting with other persons, as they did with the plaintiff. Suppose this is true, and that the knowledge and consent of the directors may be properly inferred, from this continued practice of the directors ; this will not place the plaintiff’s case, in our judgment, on any higher ground, than if the directors had, by a formal vote, contracted with the plaintiff, to carry him to Collinsville. It being a question of power, silent acquiescence in the acts of subordinate agents does not make a stronger case ; for, if a formal contract is not obligatory on the company, one proved by inferior or circumstantial evidence certainly is not. The kind of evidence is quite immaterial. Should the directors of a savings bank, or of any bank, contract’ with a ship-builder, for a steamship, to navigate the ocean, would this contract bind
No one will say, that the first contract made by the directors, to carry to Collinsville, or Litchfield, or New Hartford, or Northampton, would be obligatory on the company; yet it must be so, if stockholders are, of course, bound by every contract of their directors. Were the charter a public one, it is agreed, the company would not be bound by such acts, however repeated ; but in truth, a private charter is not essentially different from a public one, in this respect; for, the plaintiff must have known, that the defendants were incorporated by the legislature, for the purpose of making or using only a railroad. Their very name, as well as the location and business of their road, is sufficient notice, that they are not incorporated for running stages throughout the state; and no person can assume or suppose, the defendants are to go beyond the appropriate business of a railroad. The idea of an imposition on the public, as to these stages running off from the road, to and from Litchfield and other places, as the defendants’ stages,
Many cases were read, on the argument, to prove that a-* corporation is considered for civil purposes, as a person, and subject to the same rules of law. We do not question this, but we do not see how it helps the plaintiff’s case. They hold, that a principal that can give authority, whether a corporation or person, may, when one assumes to act for him, and he does not object to it, be estopped denying his agency; but an infant is never estopped, nor a married woman, nor ought a body of- stockholders to be, united as they are, under a specific charter ; especially when the directors have disregarded it, and assumed to act according to their own pleasure. Could the, company by legal possibility, do the act, it would be otherwise.
But, it is said, the jury have found, that the stockholders, in fact, gave their consent, and it may not now be denied. We have already shown, this can make no difference; but we say further, that this notion of their consent is altogether untenable and unjust. We know, certainly, the stockholders did not, all of them, give their consent. Some were minors, married women, executors and administrators, trustees, officers of the law in possession, and some were, at the time, out of the country. So the body of stockholders was changing from day to day. Now, to hold that the entire body of stockholders gave their consent to the contract in question, and that therefore it is good, is absurd and puerile. But, suppose they did; this was not a corporate act, and has, therefore, no corporate character. W e repeat, that the directors and stockholders have no corporate powers or relations, and can give no corporate consent, but what is within the appropriate business of the charter.
Again, it is said, the defendants ought not to be permitted to call in question the acts of their agents. Why not, as much as other principals, whose agents transcend their authority, and abuse their trust ? If it is replied, the directors
We have not thought it necessary to comment particularly on the numerous authorities, cited at the bar, on the several points made, for we find nothing in any of them, inconsistent with the views expressed.
Gill & Johnson is in direct accordance with what we have said. We place our judgment upon a plain principle of equity and law, viz,, that these .defendants are not bound, by a contract they had no power to make, and are not estopped setting up this matter in defence.
We advise a new trial.
In this opinion, Church, C. J., and Storrs, J. concurred. Waite, J., having tried the cause in the court below, was disqualified, and Hinman, J., dissented.
New trial to be granted.