By the Court,
T. R. Strong, J.
The defendants advertised that they would receive proposals until a specified day, for “ clearing, grubbing, grading and fencing, the line of direct rail road between Batavia and Buffalo.” The plaintiff, and one Holden, who has assigned his right in the subject of the action to the plaintiff, employed a person to explore the line of the road, who did so, and examined the maps, plans, profiles, and esti*312mates of' the defendants, and stated the result of his examination to his employers, and they, on the day named in the advertisement, submitted to the defendants proposals for doing the work, and entering into a written contract to perform the same. On a subsequent day, the directors of the defendants had a meeting n’t Buffalo, when, for want of time to examine the proposals which had been made in pursuance of the advertisement, a resolution was passed, that “ such proposals be referred to the executive committee and superintendent, to close a contract with such of the persons making the proposals, and upon such terms, as they shall consider most advantageous tb the interests of the company.” This resolution was proved by the plaintiff, who introduced in evidence and read from a book of the defendants, the entries of the proceedings of that meeting. Within a short period after the meeting the plaintiff and Holden went to the office of the defendants at Buffalo to close a contract,, but without success; the superintendent, making excuses that certairi persons were absent. It was not proved that the executive committee and superintendent ever met or acted upon the subject of. the proposals, These facts fall entirely short of sustaining the position that a contract was entered into between the defendants and the plaintiff and Holden, for the doing of the work. The proposition of the latter was not accepted ; the directors did not act upon it, except by referring it to a committee, and this committee did nothing in relation to it.
Evidence was given on the part of the plaintiffs, under objection, of the declarations of individual directors, immediately upon their adjournment at the meeting referred to, that the proposals of the plaintiff and Holden were accepted, in part; but as it does not appear that those directors were clothed with any authority in the matter, them declarations cannot affect the defendants. The declarations or acts of a director, will not bind, or affect in any manner, the corporation, unless they are within the scope of his ordinary powers, or some special agency. The witnesses do not testify that all the directors were together and heard what was stated, and that no dissent was expressed. But if the tes*313timony went to that extent, the books would outweigh and overcome the force of oral declarations of what was done by the directors at the meeting.
[Monroe General Term,
March 5, 1855.
Johnson, Welles and T. B. Strong, Justices.]
In my opinion there was a total failure to establish a cause of action; and the nonsuit was right.
Motion for a new trial denied.