Allen Gravel Co. v. Nix

• Decision Date: 25 September 1922
• Docket Number: 22411
• Citation: 129 Miss. 809,93 So. 244
• Court: Mississippi Supreme Court
• Parties: ALLEN GRAVEL CO. v. NIX

93 So. 244

129 Miss. 809

ALLEN GRAVEL CO. v. NIX

No. 22411

Supreme Court of Mississippi

September 25, 1922

1 CORPORATIONS.

General manager has general charge of corporate business; implied powers coextensive with general scope of business; general manager can do any acts which directors could authorize or ratify unless special limitation is known.

The general manager of a corporation has general charge and direction of the company for the carrying on of the business for which it was chartered; his implied powers are coextensive with the general scope of the business of the company. Prima facie he has the power to do any act which the board of directors could authorize or ratify unless any special limitation put upon his power is brought to the notice of those dealing with the company.

2 CORPORATIONS.

General manager has apparent authority to employ laborers by year unless otherwise limited by by-laws of which laborers have notice.

The general manager of a corporation engaged in mining gravel having the management and control of such mining business including the employment and discharge of laborers used in connection with such business, has the apparent authority to employ such laborers by the year, and, unless, in dealing with the company they have notice that its by-laws limit the general manager's authority to employing labor for not longer than by the month, the corporation is bound by his contract employing such labor by the year.

HON. C P. LONG, Judge.

APPEAL from circuit court of Tishomingo county, HON. C. P. LONG Judge.

Action by A. N. Nix against the Allen Gravel Company. From a judgment for plaintiff, defendant appeals. Affirmed.

Affirmed.

W. H. Kier, for appellant.

It is fundamental in the law of principal and agent that "the power of every agent to bind his principal rests upon the authority conferred upon him by the principal. . . . Every person therefore who undertakes to deal with an alleged agent is put upon inquiry, and must discover at his peril that such pretended agent has authority, that it is in its nature and extent sufficient to permit him to do the proposed act, and that its source can be traced to the will of the alleged principal. No third person can hold the principal if the agent acted without authority, or outside the scope of the authority really or apparently possessed by such agent." See 31 Cyc., pages 1322-1323; Busby v. Yazoo, etc., R. R. Co., 80 Miss. 13, 43 So. 1; Dozier v. Freeman, 47 Miss 647; Brown v. Johnson, 12 S. & M. 398.

If the third person makes no inquiry, but chooses to rely on the agent's statement he is charged with knowledge of the agent's authority. Nova Scotia Bank v. Richards, 33 N. Brunsw. 412, 31 Cyc. 1323 (Note). In the case at bar the appellee was dealing with the principal, and with the agent of the principal, for the first time, and the appellee knew the character of the business of appellant, knew, or should have known, that this business was not conducted or operated continuously, due to its ability to secure cars for shipment of gravel, weather conditions, and the further facts as to not operating during the winter months and he was therefore charged with the duty of ascertaining the real or actual authority vested in agent Foshee. See 31 Cyc. 1331-1332-1333; Potter v. Springfield Milling Co., 75 Miss. 532, 23 So. 250; Planter's Bank v. Cameron, 3 S. & M. 600.

Third persons are charged with the duty of inquiring and ascertaining the authority possessed by the agent, and when implied authority is relied upon, this implied authority is limited to the purposes for which the agency was created and to the acts and duties ordinarily intrusted to such agent, and also limited by the usual course of dealing in the business in which the agent is employed. And as to an agent acting within the apparent scope of his authority, recourse must be had to the nature and character of the business, the method and course of dealing of the principal in all of its ramifications, and no fixed rule can be laid down to determine this, each business resting largely upon peculiarities and characteristics in a determination of these questions of implied authority, course of business dealings and apparent scope of authority. See 31 Cyc, 1335-1336-1337.

We most earnestly submit that the motion of the appellant to exclude the testimony and direct the jury to find for the defendant, the appellant here, should have been sustained.

J. A. Cunningham, for appellee.

We respectfully submit that it...