98 Ind. 391 (Ind. 1884), 11,386, Louisville, E. & S. L. R. Co. v. McVay

Docket Nº:11,386
Citation:98 Ind. 391
Opinion Judge:Zollars, C. J.
Party Name:The Louisville, Evansville and St. Louis Railway Company v. McVay
Attorney:A. Dowling, for appellant. J. V. Kelso, for appellee.
Case Date:November 25, 1884
Court:Supreme Court of Indiana

Page 391

98 Ind. 391 (Ind. 1884)

The Louisville, Evansville and St. Louis Railway Company

v.

McVay

No. 11,386

Supreme Court of Indiana

November 25, 1884

From the Floyd Circuit Court.

Judgment is affirmed with costs.

A. Dowling, for appellant.

J. V. Kelso, for appellee.

OPINION

Page 392

Zollars, C. J.

The only question in this case is as to the sufficiency of the evidence to sustain the finding and judgment of the court below against the appellant. The substance of the evidence is as follows: In 1882, one John Barnett was badly injured and mangled at a tunnel on the line of appellant's railway. He was removed to a hotel and appellee was employed by a Mr. Seemans, one of appellant's road-masters, to nurse and care for him. In pursuance of that employment, appellee performed the service for some eighty days. After he had been thus employed for some seventy days, he was authoritatively notified that the road-master had ordered his wages reduced to $ 1.50 per day. A few days subsequent he was notified that the road-master had ordered his discharge, and that the discharge would bring the pay for the services rendered. After he had rendered about sixty days of service under the employment, he presented his bill to Mr. Snyder, the general manager of the company, who after having asked who employed him, said that he would inquire about the matter, and see Mr. Seemans, the road-master. Subsequent to this, Mr. Seemans asked appellee to reduce his bill to $ 1.50 per day, and promised that if he did so he, Seemans, would make it all right. At about the time appellee was employed, the same road-master employed a physician, who attended the wounded man during the time appellee acted as nurse, and was paid for such attendance by appellant,

Page 393

the railway company. Another nurse whom the physician employed, through appellee, and whose time appellee kept and reported to the company, was paid at the general office of the company in Louisville. Appellee got medicines for the wounded man from the druggist, who was paid for the same by the company. After the services were rendered by appellee, his attorney wrote to the general manager of appellant and received the following answer:

"Louisville, Ky., Jan. 5th, 1883.

"J. V. Kelso, Esq., New Albany:

"Dear Sir: Your yesterday's favor, with enclosure, at hand. Mr. Peter McVay, I think, was employed as nurse at the rate of $ 1.25 per day, and at this rate I am willing to pay him for services actually rendered up to the time that he was relieved by our road-master; am willing to pay him no more. If Mr. McVay wishes to bring suit, I have no means of preventing him from so doing. The endorsement of C. N. Nutt, as attending surgeon, I don't think adds to the strength of the bill, as Mr. Nutt was not employed by this company.

"Yours, truly,

Wm. Snyder, General Manager."

It will be observed that there is no evidence here of any authority on the part of the road-master to make the contract for the nursing. If such authority may not be inferred from the title "road-master" there is nothing to show that he had authority to bind the corporation. In a strictly legal sense, the board of directors of a railway company are the agents and representatives of the corporation. In a practical sense, the board of directors become the corporation itself, so far at least as its relations to the public are concerned. Pierce Railroads, pp. 24 and 32, and cases cited; Ang. & A. Corp., secs. 239, 280, 299; Columbus, etc., R. W. Co. v. Arnold, 31 Ind. 174.

Whatever authority any agents, officers or employees may have they must have derived from the board of directors, or governing body, unless conferred by the charter of the corporation. Before the corporation will be bound by the contracts of such agents, officers or employees, unless authority

Page 394

is conferred by the charter, it must be shown that authority to so contract has been given by the board of directors or governing body, either expressly, impliedly or by ratification. Section 3897, R. S. 1881; Brooklyn Gravel Road Co. v. Slaughter, 33 Ind. 185; Pierce Railroads, p. 34, and cases cited; Adriance v. Roome, 52 Barb. 399.

It is well settled that the corporation will be bound by the acts and omissions of its agents, officers and employees within the line and scope of the agency, office or employment, and that when such acts or omissions are shown to have been within the line and scope of the agency, office or employment, no further evidence of authority will be required to bind the corporation. Such authority, in such cases, will be presumed from the nature of the duties imposed upon the agent, officer or employee. But, in order that this presumption may be indulged, it must in some way be known what these duties are. Pittsburgh, etc., R. W. Co. v. Ruby, 38 Ind. 294 (10 Am. R. 111); Ohio, etc., R. W. Co. v. Collarn, 73 Ind. 261 (38 Am. R. 134); Lafayette, etc., R. R. Co. v. Ehman, 30 Ind. 83; Williams v. Cammack, 27 Miss. 209; Pierce Railroads, 277.

Whether or not the courts may, in any case, presume authority on the part of these several subordinates to bind the corporation in the manner they may have undertaken to do, or take judicial notice of the authority from the title given to the agent, officer or employee, we shall have occasion to determine hereafter.

It is very clear, upon authority and reason, that there is nothing in the ordinary meaning of the term "road-master" from which the courts may know or presume that such employee has...

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