290 Mass. 331 | Mass. | 1935
After a verdict for the plaintiff in an action of contract to recover for the professional services of an engineering corporation in planning a finishing plant for the defendant, the case comes here upon the defendant’s exceptions. We need consider only its exception to the denial of its motion for a directed verdict in its favor.
The defendant was in the business of buying "grey” or unfinished cotton goods, having the goods bleached, dyed and finished, and then selling them to customers. On August 25, 1927, a vice-president of the defendant, one E. A. Weiller, visited the plaintiff. Weiller asked the plaintiff to plan roughly for the defendant a finishing plant capable of turning out one hundred million yards of cloth a year, and to compute the floor space needed for the different departments and the probable cost of the plant. No drawings
There followed a series of letters, on the letterheads of the parties, between the plaintiff, which addressed all but one of its letters to the defendant at New York "attention Mr. E. A. Weiller, Vice-President,” and Weiller, who signed his letters "M. Lowenstein & Sons, Inc. E. A. Weiller, Vice-President.” After the plaintiff had furnished the plan and computations requested, a dispute arose between it and Weiller, as the letters show, as to whether the oral arrangement made on August 25,1927, was that the plaintiff was to be paid for this preliminary work in any event, or only in case it should be accepted and used by the defendant. Except for a reply to a letter from the plaintiff, made by one Canter, hereinafter mentioned, there was no evidence that the plaintiff had any dealings with anyone purporting to represent the defendant, except Weiller. ,
The burden was on the plaintiff to show, not only that the contract alleged was within the corporate powers of the defendant, but also that it was either made or ratified by an officer or officers having authority to bind the corporation. Cashin v. Corporation Finance Co. 251 Mass. 60, 62, 63. It is a fair inference from the record, that in 1927 the defendant owned no finishing plant, but let out its finishing to others. Planning a new finishing plant, to cost several million dollars, was no part of its regular business. Merely holding the office of vice-president gave Weiller no apparent authority to contract for plans for such a new and large venture. H. D. Watts Co. v. American Bond & Mortgage Co. 260 Mass. 599, 613. Treasurer & Receiver General v. Macdale Warehouse Co. 262 Mass. 588, 593. Horowitz v. S. Slater & Sons, Inc. 265 Mass. 143. Judkins v. Tuller, 277 Mass. 247. DeBlois v. Boylston & Tremont Corp. 281 Mass. 498, 520. Hennessey v. Cities Service Refining Co. 282 Mass. 487. Massachusetts Hospital Life Ins. Co. v. Nesson, 286 Mass. 216, 221, et seq. There was no evidence that Weiller had any actual authority.
The plaintiff contends that the letters sent by the plaintiff to the defendant in New York, in which the plans and com
On January 30, 1928, the plaintiff sent to the defendant, “Mr. E. A. Weiller, Vice-Pres.,”* a bill for its services. This was immediately returned with a note signed “M. Lowenstein & Sons, Inc. Per Josiah Canter Secretary,” stating that Weiller was away and that a reading of the correspondence showed that there was to be no charge. Who Canter was, or what his duties or powers were, does not appear. The note does not purport to ratify any act of Weiller. It betrays no knowledge of the matter except such as might be gained by reading Weiller’s correspondence for the purpose of returning the bill. It is consistent with a denial of Weiller’s authority to contract. Brown v. Henry, 172 Mass. 559, 568. If Weiller had merely solicited gratuitous information, as he maintained, the defendant was not concerned, and there was nothing to ratify or repudiate. Ratification imports a full knowledge of all the, essential
The plaintiff cannot recover on the ground, set forth in the second count of its declaration, that the defendant used the plaintiff’s work in the construction in 1929 of a finishing plant at Bock Hill, South Carolina. See Reed v. A. E. Little Co. 256 Mass. 442; Stetson Press, Inc. v. Bunsen Oil Burner Corp. 285 Mass. 291. If it could be found that the defendant was interested in that plant, the evidence fails to show that the plaintiff’s work was used, or could have been used, in its construction.
Exceptions sustained.
Judgment for the defendant.