48 Mo. App. 408 | Mo. Ct. App. | 1892
This action was brought by the plaintiff, as assignee of the Racine School Furniture Company, to recover of the defendant school district the alleged contract price for seats furnished for a schoolhouse. There are two counts in the petition, the one based on an alleged warrant or school district order, and the other on an alleged contract with the board of directors. The answer denied all the allegations of the petition except that defendant is a body corporate for school purposes, etc. The issues were tried by the court without a jury, with finding and judgment for defendant, and plaintiff appealed.
Now, having stated in this preliminary manner the statute then in force, it appears manifest that the so-called warrant or school district order, here sued on in the first count, is not such an instrument as the law provides, and that the defendant cannot be held thereon. In the first place it is directed to the treasurer of Henry county, not to the treasurer of the school district, as the statute provides. It is said, too, on the face thereof, to be “for school furniture furnished district number 7, township If, range —,” which is not the corporate name of this defendant, and, indeed, there seems to be several other school districts in Henry county coming under that general designation. More than this, the so-called treasurer's warrant purports to bind the school district two years in the future, in that the treasurer is directed to pay the same about two years after its date. The evidence conclusively shows that there was no money on hand then to pay the same nor any provided for in that fiscal year. Hence, this order was
These observations apply, too, to the alleged contract which forms the basis of the second count of the petition. Said contract assumes to be signed by the officers of the school district number 7; and attempts on June 22, 1883,-to bind the defendant for the payment of $475, with ten-per-cent, interest, on the first day of August, 1885.
Again, the defense in this case is made complete, in that it appears that the board of directors, as a body, never authorized the making of this contract, nor the execution of this warrant. The plaintiff attempted to supply this omission by introducing oral testimony as to the proceedings had by the board. We are of the opinion that the only proper evidence of the acts of the corporation was the record required to be, and which was, kept by the board. It seems that the secretary did keep a record of such proceedings, as the statute imperatively demanded; but nowhere was there found any authority from the board for the contract here alleged and relied on. The rule seems to be that, if the statute creating the corporation and providing for its proceedings shall require such proceedings to be preserved in a record kept for that purpose, then such record is the only proper evidence of such proceedings. Logansport v. Crockett, 64 Ind. 324; Lowell v. Wheelock, 11 Cush. 393; Morrison v. City of Lawrence, 98 Mass. 221; 1 Dill. Mun. Corp. [4 Ed.] secs. 299, 300; Bank v. Dandridge, 12 Wheat. 69; United States v.
But even admitting all this oral evidence, introduced for the purpose of showing a contract by the board, we yet agree with the court below “"that the plaintiff is not entitled to recover, and the finding ought to be for defendant.” The evidence even then did not satisfactorily show a meeting of the board of directors, nor the making of the contract by them as a body. At most it was only an agreement by some of the individual directors acting separately, and not as an organized body. In purchasing this furniture, it may be said here, as was stated in Johnson v. School Dist. ( 67 Mo. 321), that the members of the board could only bind the school district in meetings of the board. “They could only act wlien assembled together in a meeting as the board of directors, and neither two nor all of the directors acting separately and apart from each other -could bind the district by any contract they might make.” * * * “Nor does the fact that the articles purchased were placed and used in the school amount to a ratification by the district of the acts of the directors (who may have illegally attempted to contract for the district), or impose any obligátion upon the district. The inhabitants of the district could not by their unanimous action have imposed an obligation upon the district, and, therefore, could not ratify and validate an invalid contract made by the directors. The district could contract only in the manner prescribed by law.” Johnson v. School Dist., 67 Mo. 321.
The finding and the judgment of the circuit court were clearly right, and will be affirmed.