| Vt. | Jul 15, 1846
The opinion of the court was delivered by
Two objections are taken to the plaintiff’s right of recovery. 1. That the action should have been brought in the names of all the members of the committee. 2. That the committee exceeded their authority in reference to the expense of the house, and therefore that the defendants are not liable at all for the balance now claimed.
The first objection goes upon the ground, that the committee assumed a joint obligation, as composing one party to a contract; and hence that any claim against the defendants, arising in the execution of that contract, m.ust be a joint claim. But the mere acceptance of the appointment, to act as a building committee, did not amount to.a personal undertaking to build the house. The only direct effect of the appointment and acceptance was, to constitute the 'members of the committee agents and representatives of the society, to act upon joint consideration and advice, under an implied obligation to discharge the duties incident to the agency. And whether the obligation thus implied would, to every purpose, be a joint obligation, we have no occasion at present to decide. As agents, acting thus collectively, they had legal power to make all contracts, and to authorise all expenditures, which the purposes of the agency required. And such acts, if professedly done in behalf of the society, and on their credit, would create a privity of contract with them, as if they had acted by vote upon the same matters, without the intervention of a committee. And the committee, for aught we perceive, might as effectually bind the society by a contract concluded with one of their own number, as with a stranger. Now it is sufficiently found by the auditor, that the plaintiff acted throughout, in performing services and making payments, with the assent and under the sanction of the entire committee. In substance they contracted with him to perform the services and make the payments. And as he was the only person interested in the
We think that the other objection is not warranted by a just con-construction of the articles of association for building the house. We consider that the provision regulating the average cost of pews to subscribers, was designed to secure a sale of the pews, and not as an absolute limit to the cost of the house. As to this the plan of the house, as settled by vote of the society, was the necessary guide of the committee, and no suggestion is made of any extravagance or needless expense in building it in conformity with that plan.
Judgment of county court affirmed.