166 Mass. 419 | Mass. | 1896
The defendant virtually concedes that we properly may assume that the trial proceeded on the footing that the only issue was whether the goods included in the two items of February 26 and March 14 were sold and delivered to the defendant. We understand that there was no dispute as to the amount, or that the goods named were delivered by the plaintiff to and were received by some one after the defendant corporation was organized.
Various requests for rulings were made by the defendant, and various exceptions taken to the admission of evidence, but we understand the defendant now to rely only on two and possibly only one of the requests, and to contend that the certificate of incorporation should not have been admitted, and that Butler had not authority to bind and did not bind the corporation.
It was a question of fact whether the goods in suit were included in the certificate of incorporation. If they were, it cannot be said that that fact naturally would not have some tendency to show that the goods when delivered were delivered to and accepted by the corporation and not by the partnership.
The by-laws of the corporation provided that the treasurer should have the powers ordinarily or usually appertaining to that office. And there was evidence which would justify the jury in finding that, according to the course of business of the treasurer and the construction which the corporation had given by its acts to his power, Butler had authority to bind it in regard to the purchase of the goods in question. He tes
The two requests were covered by the instructions to the jury, which, so far as reported, were full and accurate.
The jury were told expressly, and at some length, that the plaintiff could not recover against the defendant by virtue of any contract between it and the partnership or Chandler, notwithstanding the corporation might have agreed with them to assume their debts to the plaintiff, and might be bound, as between it and them, to pay the plaintiff, and that the defendant only would be liable in case the goods had been shipped to and accepted by it, in consequence of an order or purchase made or given by some one who had authority to bind the defendant. It could not properly have been ruled that there was no evidence that the goods were delivered by authority of the defendant.
Exceptions overruled.