Stoystown & Greensburg Turnpike Road Co. v. Craver

45 Pa. 386 | Pa. | 1863

The opinion of the court was delivered,

by

Lowrie, C. J.

If there really was a mistake about the length of the bridge, which the plaintiff below had contracted to build, it was very proper for the parties to correct their contract by adapting the price to the ascertained length. Such a change in a contract requires no other consideration than the fact of the mistake, and the purpose of correcting it.

But then the correction must be made by the same parties that made the contract, the board of managers on one side, and Cra-ver on the other. Declarations of one or more managers, not at a meeting of the board, that they would be willing, for their part, to allow extra pay, do not bind the company. They are not even evidence against the company.

The contract could be changed only by the parties, and the company could unite in the change only by its board acting in united counsel, and not by the several members of the board, answering to appeals of the other party. Such conversations and declarations ought not to be received in evidence.' The act of the united board, and not of its disunited elements, is the matter to be proved.

We do not discover anything else that requires correction.

Judgment reversed, and a new trial awarded.