106 Va. 810 | Va. | 1907
delivered the opinion of the Court.
This is an appeal from a decree of the Circuit Court of Norfolk county, perpetually enjoining and restraining the appellants from opening or operating a hotel, and from selling intoxicating liquors on certain premises leased by them from the appellee.
It appears from the record that the Columbia Amusement Company is largely engaged in the amusement business at Pine Beach, in Norfolk county. It conducts some amusements itself, but its chief business consists in leasing to other parties certain portions of its premises, •with the privilege of conducting certain amusements and businesses thereon. At the time of the transactions herein involved there were four or possibly five stockholders in the company. Of these stockholders three, namely, H. H. Carr, Pranz Vou Schilling and Balph P. Gage, constituted the board of directors of the company; and of these directors H. H. Carr was president of the company and Pranz Von Schilling the secretary and treasurer.
On the 15th day of March, 1906, the lease involved in this controversy was made and entered into between The Columbia
In June, 1906, W. F. Crall purchased a majority of the stock of The Columbia Amusement Company, and a reorganization followed immediately, at which Crall was made president. Thereupon, on the 29th of June, 1906, this suit was instituted to enjoin the appellants from selling intoxicating liquors on the premises, and from opening or operating a hotel thereon. The contention of the appellee is that the appellants are not ■entitled to enjoy these privileges because they are not specified in the contract of lease, and no written permission has been ■given for their exercise.
The uncontradicted evidence in the case shows that, at the time the lease in question was made, the president of the company had authority in the matter of negotiating and executing leases and contracts on behalf of the company; that no meeting of the board of directors was ever held to consider or approve such transactions. This is shown by H. II. Carr, the president of the company, and Franz Von Schilling, the secretary and ■treasurer, who together constituted a majority of the board of •directors, and their evidence is corroborated by other witnesses. The uncontradicted evidence further shows that the original draft of the lease, in specifying the rights and privileges of the lessees thereunder, contained the words “bars or buffets,” and that the words “bars or” were scratched out by II. H. Carr, the ■president; that before the lease was finally consummated by the
If the previous negotiations make it manifest in what sense the terms of the contract are used such negotiations may be resorted to as furnishing the best definition to be applied in ascertaining the intention of the parties. The sense in which the parties understood and used the terms of the contract is-thus ascertained. To explain the meaning of a writing in the true sense, and with this limit, is to develop the real meaning of the document. The admission of parol evidence for this purpose does not violate the rule which makes the written instrument the proper and only evidence of the agreement. Keller v. Webb, 125 Mass. 88, 28 Am. Rep. 209; Swett v. Schumway, 102 Mass. 365, 3 Am. Rep. 471; McDonald v. Longbottom, 102 Eng. Com. L. 977; Hart v. Hammett, 18 Vt. 127; Quarry Co. v. Clements, 38 Ohio St. 587; Wharton on Ev. (2d Ed.), sections 937, 939.
The contract of. lease does not, in terms, provide for the 'privilege of erecting a hotel on the leased premises. It provides, however, for such other -business, not specifically mentioned, as shall receive the written approval of the lessor. The
In the case of Dair v. United States, supra, it is said: “It must be conceded that courts of justice, if in their power to do so, should not allow a party, who, by act or admission, has induced another with whom he was contracting to pursue a
The appellee has vouched its by-laws, and insists that the appellants are bound by the limitations thereby placed upon the powers and duties of its officers. This position is not tenable. The authority of an officer of a corporation is the authority which his company holds him out to the public and to those dealing with it as possessing. This is his real authority, and no secret limitations of this in the by-laws of the company or elsewhere are binding on innocent third persons who deal with him as the representative of his company. 2 Cook on Corp., section 725; White Hall Co. v. Hall, 102 Va. 284, 46 S. E. 290; Moyer v. East Shore Ter. Co., 41 S. C. 300, 19 S. E. 651, 44 Am. St. Rep. 709, 25 L. R. A. 48, and note; Rathburn v. Snow, 123 N. Y. 343, 25 N. E. 379, 10 L. R. A. 355, and note.
In the cast last cited it is said: “It follows from the general principle, now well settled, to the effect that third persons may act upon the apparent authority conferred by the principal upon the agent, and are not bound by secret limitations or instructions qualifying the terms of the written or verbal appointment, that the defense based upon the limitation in the by-laws of the company, of which the plaintiff had no knowledge, cannot be sustained. By-laws of business corporations are, as to third persons, private regulations binding as between the corporation
Upon the whole case we are of opinion that the appellants have the right, under their contract with the appellee, to conduct a hotel business in the building erected by them on the leased premises, and also to sell intoxicating liquors on such premises, provided, of course, they are licensed to do so by the proper authority. " .
Por these reasons the decree appealed from must be reversed, the injunction granted dissolved and the bill filed by appellee dismissed.
Reversed.