Kaeppler v. Redfield Creamery Co., 12 S.D. 483

Kaeppler v. Redfield Creamery Co.

12 S.D. 483 | S.D. | 1900

Fuller, P. J.

This action, to recover for certain labor and lumber, resulted in a judgment for $71.85 in favor of plaintiff, and the defendant appeals. Although every question urged as a ground for reversal has received careful attention, the admission of testimony relating to a ratification by the corporation of the purchase of material and the employment of help by one Henry Braun is the only matter that need be discussed in the opinion.

The evidence rightfully admitted under the complaint, though conflicting, is sufficient to justify a finding by the jury ihat, about a month before the Redfield Creamery Company was organized as a corporation, and for the purpose of putting its creamery building into a state of repair, the debt sought to be recovered was contracted by Mr. Braun, who. according toa previous arrangement with the promoters and prospective officers of the corporation.became and still continues to be the general manager of the business, and whose acts in reference to the *485subject-matter of the action were, if not fully authorized, subsequently ratified by the corporation, whose president agreed to pa> the amount claimed. According to a familiar principle, a contract made with promoters, taking preliminary steps to organize a corporation, may be ratified after the corporation comes into existence; and where, as in this case, the benefits of such contract are knowingly accepted and retained by the corporation, it may be required to assume a liability thus incurred. It appears from the evidence that respondent, at the time of extending the credit, was advised that the corporation would be formed, and that Mr. Braun, its general manager, had been instructed by those who subsequently became the officers to purchase the lumber, and get ready for operation, as soon as possible. After, and even before, the organization was effected, the business was carried on in the building where respondent’s lumber was usee, and the labor sued for was performed, and without which the building would not have been in condition for use or occupation as a creamery. Consequently the burden should be taken with the benefit. Perry v. Railway Co., 44 Ark. 383; Bommer v. Manufacturing Co., 81 N. Y. 468. Assuming that Braun was without power to bind appellant, the fact that it accepted the benefit of his contract with notice of respondent’s claim is equivalent to an antecedent request, and amounts toa ratification. Low v. Railroad Co., 46 N. H. 284. The view we have taken of the main question is decisive of the case, and renders a discussion of other points unnecessary. The judgment appealed from is affirmed.