112 Minn. 190 | Minn. | 1910
Plaintiff and appellant signed three applications to purchase lands therein described of defendant and respondent land company. One of these applications was for a tract consisting of nine hundred and sixty acres. The total number of acres applied for was twenty-four hundred. In view of plaintiff’s purchase, of this large number of acres, defendant reduced the price from $8.50 to $8 per acre. Defendant’s assistant secretary, Packard, for the defendant company, signed the acceptance of the applications. Subsequently letters signed by him and by the general manager treated the purchase as a completed one. Plaintiff remitted $4,800 to the defendant by draft in full for the advance payment. This was credited to him by the •defendant on May 9. Its receipt was acknowledged by defendant’s president. It subsequently transpired that defendant could, and it offered to, convey title to all except the tract of nine hundred and sixty acres. A regular meeting of the directors of the defendant company was held on August 27, at which the following record was made: “A
1. Three positions were advanced by counsel which are without merit. Defendant insists that plaintiff must show an ability to make the future payments prescribed by the contract. Defendant had refused and failed to perform, and had returned the consideration paid by plaintiff on the contract. The breach of the contract was complete. No reason or authority required plaintiff to go through the formality of showing his future ability to perform obligations which had not matured, and which in view of defendant’s breach could not mature.
Defendant also insists that the law established in a former action brought by this plaintiff against this defendant for the cause of action herein set forth, dismissed without prejudice, was final and conclusive, because no appeal had been taken from the rulings therein made by the trial court. The effect of that dismissal was merely to “snuff out the candle.” The rulings then laid down do not become res judicata. Compare Lindvall v. Woods, 41 Minn. 212, 42 N. W. 1020, 4 L.R.A. 793, with 48 Fed. 62, 1 C. C. A. 37.
Plaintiff insists, properly enough, that inasmuch as the trial court had filed no memorandum as to the grounds on which the new trial
2. The gist of the controversy concerns the validity of the contract under the statute of frauds. Contracts for the sale of land are void unless there is a sufficient memorandum thereof in writing, subscribed by the party making the sale or by his lawful agent thereunto authorized in writing. R. L. 1905, § 3488. The by-laws of defendant required such contracts to be signed by its president and secretary.
In point of fact the contracts here in controversy were signed by the assistant secretary only. His signature alone would not bring the case within the statute. If this were all there were to the case, it is clear judgment should have been directed for the defendant. There is, however, much more. As to the validity of the contract, it rests substantially on three matters: (1) The signature of the assistant secretary, to whom [defendant] intrusted the stamp signature of the corporation, and other conduct, whereby he was held out as authorized; (2) the receipt of the money by defendant; (3) defendant’s subsequent conduct, as in retaining and finally returning the money, in the correspondence of defendant’s various and principal officers with plaintiff concerning the land, and especially in the resolutions of its duly assembled board of directors concerning this contract for the sale of land.
The facts in the case, it is to be noted, differed obviously and materially from those in which the contract is made out of letters between the parties, as in Towers v. Stevens Cattle Co., 83 Minn. 243, 86 N. W. 88, and Curtis v. Interior, 137 Wis. 341, 118 N. W. 853,
We are not prepared to hold that, if plaintiff had proved the first and second circumstances only, a prima facie case would have been made out; nor does his record call for such a holding, as the subsequent examination of the charge presently appearing herein, actually given, will demonstrate. We are, however, clear that in view of all the circumstances there was an issue of fact for the jury whether the defendant had ratified the invalid contract. It is true that “ratification of this character may rest on the principle of equitable estoppel.” 2 Thompson, Corp. (2d ed.) § 2019. But the question is of ratification, not of estoppel alone. On the question whether the original contract under the actual evidence as to the acceptance of the application was valid in itself, the subsequent conduct is not relevant; on the question whether that original'contract was after-wards adopted by defendant in such a way as to impose an obligation, the defendant’s subsequent conduct was material and highly signifircant.
3. The question then arises whether the charge of the trial court irr this view of the law stated the law so completely and clearly that the trial judge was not justified in granting a new trial. An examination of that charge has satisfied us that his final conclusion was correct.
It was charged that if the agent who signed the acceptance of the application “had the authority to sign the defendant’s name to the document then there is a valid contract between these parties.” Inter alia, it affirmatively appears that the by-laws required such an acceptance to be signed by the president and secretary. It was signed by neither. This charge was error. It was also charged that “by
' 4. We have examined the affidavits as to newly-discovered evidence. Standing by themselves, we seriously doubt whether they would justify a new trial. They may properly, however, have been considered by the court in granting a new trial.
5. The controversy of damages is not properly before us. At the close of the trial defendant took no exception to the charge of the court on this point, nor is the matter argued in defendant’s brief. Jtulings of the trial court as to evidence are assigned as error. In view of the conclusion previously reached and the fact of a new trial, it would serve no useful purpose to discuss them.
Affirmed.
On October 21, 1910, the following opinion was filed:
Defendant in its motion for a new hearing is mistaken in assuming that there was any ruling in the original opinion inconsistent with the proposition announced by Grilfillan, C. J., in Judd v. Arnold, 31
Original opinion adhered to.