63 Vt. 581 | Vt. | 1891
The opinion of the court was delivered by
The defendant did not take any corporate action with a view to repairing its buildings, and its trustees did not undertake to make the repairs upon the credit of the defendant. Hall, Harris, Thompson and Yail were the defendant’s trustees; but whether they were a majority of the defendant’s trustees does not appear. These four trustees desired to repair
1. The defendant’s trustees did not authorize Hall to procure the lumber upon the credit of the defendant; on the contrary, it was understood and agreed that Hall should furnish the lumber as a gratuity.' It does not appear that Hall ever undertook to pledge the credit of the defendant in procuring the lumber, except by inference from the fact that the lumber was charged to the defendant. If Hall did direct the plaintiff to charge the lumber to the defendant, such direction was without authority, and the defendant is not liable by reason of a purchase by its authority.
Hall had no authority, by virtue of his office of president, to purchase the lumber upon the defendant’s credit. He could preside at the meetings of the board of trustees ; beyond this he had no more authority than a single trustee. A single trustee or director has no power to act for the institution which creates his office, except in conjunction with others. It is the board of trustees or directors only that can act. If the board of trustees or directors makes a president, trustee, or any'other person, its officer or agent to act for it, then such officer or agent has the same power to act, within the authority delegated to him, as the board itself. His authority is, in such case, the authority of the board. It not appearing that Hall was authorized by a majority
It is claimed that authority in Hall, as president of the defendant corporation, will be presumed. The weight of authority is against this claim, and surely no such presumption can exist when, as in this cáse, want of authority clearly appears. If Hall had express authority to purchase the lumber upon the credit of the defendant, or general authority to act for the board of trustees, or had exercised the powers conferred upon the trustees, with their knowledge and acquiescence, to such an extent as to justify the presumption that such authority had been delegated to him, then the court below should have found such authority; there is nothing before this court from which Hall’s authority can lie presumed.
It not appearing that Hall, Harris, Thompson and Tail were a majority of the defendant’s trustees, authority to rejrair the defendant’s buildings is not shown. From aught that appears in this case, the repairs were made without the knowledge or consent of a majority of the defendant’s trustees, or the knowledge or consent of any one authorized to act for them, or for the corporation. Hall, Harris, Thompson and Tail, in undertaking to make these repairs, did not profess to act for, or to bind the defendant. They were volunteers undertaking to do what, presumably, the defendant could not do for want of funds. If under such circumstances corporations aré to be held liable, then every corporation holds its projserty by a very uncertain and insecure tenure.
2. The j)laintiff claims the defendant is liable by reason of its having received and used the lumber. It is true that the law usually implies a promise to pay for property transferred from
It is claimed that it may be fairly inferable that Hall knew the lumber was charged to the defendant, and that his knowledge is imputable to the defendant, and, by reason of this, it is to be assumed that the defendant received and used the lumber knowing it had been procured upon its credit. Hall having no authority to bind the defendant by express contract, his acquiescence would not make the defendant liable. He could not by his silence bind the defendants when he could not do so by express contract. Hall was an officer in both corporations. When an agent of a ■corporation is also an agent of another corporation, and there are mutual dealings between the corporations through the intervention of such agent, the question of whether either corporation is to be charged with notice of what is known to the agent by virtue
3. It appears that the demand in this suit was sold tO' George Ide; that he called upon Harris, who was then president of the defendant corporation, for payment; that Harris, without authority from the trustees, proposed to personally make a small payment,, and said the defendant had no funds with whieh to pay the demand. Ide at other times called upon the president and treasurer for payment, and was told the defendant had no funds with which to pay. It was claimed these officers, by failing to deny the liability of the defendant on these occasions, have l’atified Hall’s acts, and that the defendant is bound by this ratification. A ratification of an act done by one assuming to be an agent relates back, and is ecpiivalent to, a prior authority. When, therefore, the approval of a majority of aboard of trustees is necessary to confer authority in the first instance, there can be no valid ratification except in the same manner. It not appearing that the president and treasurer were a majority of the defendant’s trustees, or that authority to bind the defendant by contract had been conferred upon them by the trustees or corporation, they could not affirm an unauthorized contract made by Hall. Despatch Line of Packets v. Bellamy Manufacturing Co., 12 N. H. 205 ; Story on Agency, ss. 235 and 239.
i. It is claimed that the defendant is estopped, from denying its liability, by reason of its failure to disaffirm the contract c aimed to have been made by Hall. This claim is not sustained
5. The plaintiff claimed it had sold and delivered the lumber in question to the defendant, through the defendant’s agent, Hall. The defendant claimed Hall was not its agent for that purpose, and that it did not purchase or receive the lumber from the plaintiff, but from Hall as a gratuity. The plaintiff claimed payment for the lumber so delivered by Hall. In view of these claims, the defendant had a right to show from whom, and under what contract or arrangement, it received the lumber; and, for this purpose, the evidence showing the arrangement between Hall, Harris, Thompson and Yail was properly admitted. It had a direct tendency to show that Hall had no authority to procure the lumber upon the defendant’s credit; and that the defendant received the lumber from a party other than the plaintiff, under such circumstances as would preclude a recovery for the same by the plaintiff. Aiken v. Kennison, 58 Vt. 665; Armstrong v. Noble, 55 Vt. 428.
Judgment reversed, and judgment for the defendant and trustee to recover their costs.