Jones v. Trustees Florence Wesleyan University

46 Ala. 626 | Ala. | 1871

B. E. SAEEOLD, J.

Persons acting publicly as officers of a corporation are presumed to be rightfully in office. Not only the appointment, but the authority of the agent of the corporation, may be implied by the adoption or recognition of his acts by the corporation or its directors. State Bank v. Comegys, 12 Ala. 772 ; Ang. & Ames on Corp. § 284. Although, as a general rule, corporation books are evidence of the acts and proceedings of the corporate body, when they are properly kept, entries in them of matters relative to any property or right claimed by the corporation can never be evidence, unless made so by an act of the legislature, to establish such rights against third parties. — Phil. R. R. Co. v. Hickman, 28 Penn. St. R. 318 ; Ang. & Ames on Corp. § 679. Wherever a corporation is acting within the scope of the legitimate purposes of its institution, all parol contracts made by its authorized agents, are express promises of the corporation; and all the duties imposed on them by law, and all benefits conferred at their request, raise implied promises, for the enforcement of which an action may well lie. — Bank of Co-lumbia v. Patterson’s Adm’r, 7 Cranch, 306. From these authorities and from the necessity of the case, as well as the tendency of our legislation to assimilate corporations acting within their chartered powers to persons, the objections to Karsner’s testimony, and other parol testimony of the plaintiffs, was properly overruled.

The charges of the court, to which exception was taken, asserted, in substance, that a proposition made by one party and accepted by the other, within a reasonable time, and before it was withdrawn, was binding on both ; and that liability or expense incurred by the plaintiff on the faith of the subscription was sufficient evidence of assent to its terms, and an acceptance of it. In the absence of any testimony to the contrary, there was certainly no error in this. The first and second charges asked by the defendant were properly refused. The fourth was, also, objectionable, because the jury might find that the contract was made between the parties on other evidence than that specified. The fifth and sixth were incorrect, because either party was at liberty to accept a proposition made by the other. The eleventh was properly refused, because there was no evidence that the defendant’s intestate ever desired to withdraw his subscription.

The judgment is affirmed.