Bennett v. Millville Imp. Co.

• Citation: 51 A. 706,67 N.J.L. 320
• Parties: BENNETT v. MILLVILLE IMP. CO.
• Decision Date: 03 March 1902
• Court: United States State Supreme Court (New Jersey)

51 A. 706

67 N.J.L. 320

BENNETT

v. MILLVILLE IMP. CO.

Court of Errors and Appeals of New Jersey.

March 3, 1902.

(Syllabus by the Court.)

Error to supreme court.

Action by George S. Bennett against the Millville Improvement Company. Judgment for plaintiff. Defendant brings error. Affirmed.

Walter H. Bacon, for plaintiff in error.

John W. Wescott, for defendant in error.

GARRETSON, J. This was an action brought by the plaintiff to recover from the defendant $6,176.64. The jury rendered a verdict for $3,834.66. The plaintiff claims that he was employed by the president of the defendant corporation to construct a glass works, and, after its construction, to manage its operations. To the plaintiff's declaration the defendant pleaded the general issue and payment, and annexed a notice of recoupment and set-off, the recoupment being to recover damages from the plaintiff for an alleged breach of contract to purchase the works when completed, and the set-off stating an account of moneys due to the plaintiff for some of the services mentioned in the bill of particulars annexed to the declaration and payments made to him on account thereof. The affidavit to the plea was sworn to by one Edward R. Wood the president of the defendant corporation. The defendant objected to the introduction of evidence by the plaintiff that Wood had acted as its president, and to conversations and negotiations with him as to the services for which suit was brought, until the plaintiff had proved the incorporation of the defendant and authority of the president to act in the matter. The admission of such testimony is assigned as error. The existence of the corporation was not an issue in the cause. That had been admitted by the plea and notice of recoupment and set-off, and it was competent for the plaintiff to prove that he who had been admitted to be president had acted as such in his negotiations with him, and to give evidence as to conversations with him when so acting, going to establish his case and to prove any circumstances that would show that the company authorized, by acquiescence, or by accepting the fruits of the contract, or in any other way, the acts of its president. It could not be claimed, in an action by an individual against a natural person of full age, that, before proving the contract entered into, it was necessary to prove that the defendant was competent to enter into the contract, as, for instance, being of age; to make infancy a defense, the defendant would have to prove it In Bank v. Dandridge, 12 Wheat 64, 6 L. Ed. 552, Judge Story says: "Persons acting publicly as officers of the corporation are to be presumed rightfully in office. Acts done by the corporation, which presuppose the existence of other acts to make them legally operative, are presumptive proofs of the latter. Grants and proceedings beneficial to the corporation are presumed to be accepted, and slight acts on their part, which can be reasonably accounted for only on the supposition of such acceptance, are admitted as presumptions of the fact. If officers of the corporation openly exercise a power which presupposes a delegated authority for the purpose, and other corporate acts show that the corporation must have contemplated the legal existence of such authority, the acts of such officers will be deemed rightful, and the delegated authority will be presumed." It is laid down in 2 Cook, Corp. § 716: "In all cases the president binds the corporation by his acts and contracts when he is expressly authorized to so act or...