Rathbun v. Snow

• Decision Date: 21 October 1890
• Citation: 123 N.Y. 343,25 N.E. 379
• Parties: RATHBUN v. SNOW.
• Court: New York Court of Appeals Court of Appeals

123 N.Y. 343

25 N.E. 379

RATHBUN

v.SNOW.

Court of Appeals of New York.

Oct. 21, 1890.

Appeal from common pleas of New York city and county, general term.

Eugene L. Bushe, for appellant.

Joseph

Joseph M. Pray, for respondent.

ANDREWS, J.

This case presents a somewhat novel question in the law of agency. The action is to recover from the defendant the amount of an alleged debt against the Belen Agricultural & Mining Company, a corporation in this state, organized under chapter 40 of the Laws of 1848, and the amendments thereto, for supplies furnished by the plaintiff at Colon in the United States of Colombia in the year 1883, on the order of one Kingman, for the use of a mining camp at Veraguas in the state of Panama. The defendant, who is one of the trustees of the company, is sought to be made liable for the debt because of the failure of the company to file a report as required by the act. The certificate of incorporation of the company ws filed in May, 1882, and it sets forth that the company was formed for conducting and carrying on the business of agriculture and mining, the development of agricultural and mining lands, the purchase, sale, and leasing of land, mining property, and machinery, and the milling, reduction, shipment, and sale of ores; that some part of its business was to be carried on in Veraguas in the state of Panama, and other places in said state, but that the principal place of business in which the operations of the company were to be carried on is in the city of New York. The company was not organized by the election of officers, until November 20, 1882, and on the same day the board of trustees adopted by-laws which, among other things, provide that no debt should be contracted by any officer or agent of the company, nor any obligation created imposing any liability on the company, unless expressly authorized by a majority of the board of trustees at a meeting of the board. On the 1st of December, 1882, at a meeting of the board of trustees a resolution was passed appointing ‘H. J. Kingman superintendent and resident manager of the company.’ Kingman, who at this time was in New York, left that city on the 2d of December for Panama, where he had resided for many years, and subsequently contracted the debt upon which this action is brought, upon the representation to the plaintiff that he was superintendent and manager of the company, and authorized to contract in its behalf. When the supplies furnishedby the plaintiff were purchased, Kingman was engaged in erecting buildings and making explorations upon lands in Veraguas, for which he and two associates had obtained a conditional concession from the government of the United States of Colombia, the conditions relating to certain things to be done on the lands, and which were to be performed before the grant became operative. Kingman and his associates had agreed to assign this grant to the Belen Agricultural & Mining Company in exchange for its entire capital stock, and the stock, prior to the contracting of the debt in question, had been issued to the associates. But the company never acquired any title to the land included in the grant. The facts, however, although obscurely stated, justify the inference that it was a part of the agreement between the company and the associates that the latter should make the expenditures on the land required to fulfill the conditions contained in the grant from the United States of Colombia, at their own expense, before the company should be vested with the title to, or undertake the management of, the property. There is also evidence from which a judge or jury might find that it was understood between the company and Kingman that his agency as superintendent and resident manager was not to become active, and that the company were not to commence operations until after the associates had performed the conditions of the grant, so as to secure the title to the land. The work being done on the land when the supplies in question were furnished was required of was...