Prentice v. United States & Central American Steamship Co.

58 F. 702 | S.D.N.Y. | 1893

BROWN, District Judge.

Tbe above two libels were filed to recover damages for tbe refusal of tbe respondents to accept tbe steamships Aracuna and Burnley under two charters, dated March 21,1893. Tbe charters were negotiated and signed by R. Williams, Jr., tbe general agent of tbe respondents. The signature was “For tbe United States & Central American Steamship Company, R. Williams, Jr., General Agent.” Due tender of tbe steamers was ^ made to tbe defendant company, which refused to accept them. Tbe defense is, an alleged want of authority in Williams to execute tbe charters on tbe defendant’s behalf.

The defendant was incorporated under tbe laws of West Virginia in 1892, for tbe purpose, among other things, of carrying on a maritime business in tbe transportation of passengers and freight between New York, Jamaica, and Central America. Tbe company bad no steamers of its own. It bad entered upon its business, however, a few months before by tbe chartering of two other steamers before tbe present, both of which were chartered under instruments executed in tbe same manner as tbe charters in tbe present case. Williams, by due authority in writing, bad been made tbe general agent of the company. He testifies that all tbe particulars of tbe negotiation before these charters were signed, were reported from Lime to time to the executive committee of the board of directors; and that when he had .obtained orally the most favorable terms he could from the libelants, he was directed by the committee of the board to execute the charters in question, and that he then executed them accordingly. The president of the board was the only adverse witness examined. He testifies that no express authority of the board was given on the subject of these charters; and that no action was taken by the board as such, though he admitted that the matter had been spoken of with the members individually.

It is not necessary, in cases like the present, to produce record evidence of action by the board of directors in order to bind the corporation. The chartering of vessels necessary to carry on the ordinary business of the company, was not an act of such importance, solemnity, or rarity, as necessarily to require any vote of the board of directors, or of the executive committee, where no particular rules of the company require it; and here there is no evidence of any such rales or by-laws. The letter heads in daily use in the correspondence of the company, several of which are in evidence, expressly stated Mr. Williams to be the general agent of the company, and so held him out to the world. The libelants dealt with him as such. Previous charters, admitted to have been approved by the board, were executed by Mr. Williams as general agent, precisely in the same form as the present charters. There is no evidence that the act of chartering vessels was beyond the scope of the powers of a general agent, snch as the company held out Mr. Williams to be. The very fact that in chaptering the previous steamers the board authorized Mr. Williams to execute Hie charters as “general agent” of the company in the ordinary course of business, instead of having those charters executed under the seal of ihe company, and signed by the president and secretary, is of itself strong evidence that the execution of charters was an-act appropriate to a general agent and within the scope of his ordinary powers, and that it was so regarded by the company.

Even, therefore, if Mr. Williams had exceeded his actual authority in executing the charters in question, 1 doubt whether the defense now made would have been available to the respondents. But the weight of evidence in the present case is, that he did have such authority. This does not rest on the testimony of the libel-ants alone. The letter of April G, 1893, bearing the seal of the company, and the official signatures of both the president and the secretary, declares expressly that “this company has under charter the 8. 8. Aracuna and Burnley; it is proposed to put these steamers on the Jamaica route, if established.”

I am quite satisfied, therefore, that these charters were executed by Mr. Williams, not merely under his lawful power as general agent, but with the express knowledge and approval of the general officers, and of the board of directors of the company; that all Mr. Williams’ negotiations were duly reported and known to the responsible officers of the company; and (.hat the charters were; approved by the executive committee before they were executed, and were ratified by the board afterwards. The evidence indicates that the subsequent refusal to accept the vessels when tendered, was only because the company then found itself in a straitened financial condition. Its refusal to accept the vessels may have been prudent; but that in no way absolved the company from its liability to make good the actual damages which the libelants have thereby sustained.

Charters of vessels have long been held to be maritime contracts; damages for the breach of such contracts are, therefore, recoverable in this court, as a court of admiralty. Ben. Adm. § 287.

Decrees in each case for the libelants, with costs; with an order of reference to ascertain the damages, if not agreed upon.