Best Brewing Co. of Chicago v. Klassen

• Decision Date: 17 April 1900
• Parties: BEST BREWING CO. OF CHICAGO v. KLASSEN.
• Court: Illinois Supreme Court

185 Ill. 37

57 N.E. 20

BEST BREWING CO. OF CHICAGO

v.KLASSEN.

Supreme Court of Illinois.

April 17, 1900.

Appeal from appellate court, First district.

Action by Kunigunda Klassen against the Best Brewing Company of Chicago, of debt, upon an appeal bond. A judgment for plaintiff was affirmed by the appellate court (85 Ill. App. 464), and defendant appeals. Reversed.

Blum & Blum, for appellant.

F. L. Salisbury, for appellee.

WILKIN, J.

This is an action of debt upon an appeal bond. In a forcible entry and detainer proceeding before a police magistrate in the city of Chicago, appellee, as plaintiff, recovered a judgment against Ruel G. Rounds for restitution of certain property. Rounds appealed to the county court of Cook county, filing an appeal bond as required by the statute. This bond was for $2,000, conditioned as provided by statute in such cases, and was signed by Rounds and appellant, as his surety; the latter's execution of it being as follows: ‘The Best Brewing Company of Chicago [Seal], by Charles Hasterlik, Its President [Seal].’ In the county court judgment was again rendered for the plaintiff. Upon the failure of Rounds or the brewing company to comply with the terms of that judgment, this proceeding was commenced in the circuit court of Cook county to recover on the appeal bond. In defense to the action, the brewing company, by its pleadings, denied that the bond was its deed; alleged that the making of the same, as to it, was unauthorized, and that such act was not within the power of the corporation. Issues were joined, and a trial had by jury. At the close of plaintiff's evidence, and again at the close of all the evidence, a motion was made to instruct the jury to find for the brewing company, but these motions were overruled. The court then took the case from the jury, by instructing it to render a verdict for the plaintiff, Klassen, for $1,321.50. This being done, judgment for that sum was duly entered, and appellant appealed to the appellate court for the First district, where the judgment below was affirmed, and it now brings the case here upon further appeal.The chief error insisted upon by appellant is that the circuit court held the bond sued on to be its act and deed,-the contention being that the powers of the company, as a corporation, are limited by its charter to those which are express or implied; that its express powers are to ‘manufacture and sell beer, ale, and porter, and carry on a general brewing business, in all its branches'; that the implied powers it possesses are only those which may be implied as necessary to carry into effect one or more of those expressed; and that the signing of this appeal bond comes under neither of these heads, but was an act ultra vires, and therefore not binding upon the corporation. Appellee insists-First, that the act was within the corporate power of appellant; or, second, although in excess of its corporate power, yet, having made the bond and enjoyed certain benefits arising therefrom, it is now estopped to make the defense of ultra vires.

The general rule is that a corporation can do only those acts which are within the scope of its charter, and, if the signing of the bond in question as surety was an act not originally within the express or necessarily implied powers of the corporation, it is void, and no subsequent act could make it valid, by way of estoppel. It was so held in National Home Building & Loan Ass'n v. Home Sav. Bank, 181 Ill. 35, 54 N. E. 619, where the decisions of this court are reviewed; and we there said (page 44, 181 Ill., and page 621, 54 N. E.): ‘If there is no power to make the contract, there can be no power to ratify it; and it would seem clear that the opposite party could not take away the incapacity, and give the contract vitality by doing something under it. It would be contradictory to say that a contract is void for an absolute want of power to make it, and yet it may become legal and valid as a contract by way of estoppel through some other act of the party under such incapacity, or some act of the other party chargeable by law with notice of the want of power.’ In that case it is also said: ‘The cases in this court where the corporation has been held to be estopped have been where the act complained of was within the general scope of the corporate powers.’ In the case of Brewing Co. v. Flannery, 137 Ill. 309, 27 N. E. 286, relied upon by appellee, the defense of ultra vires was invoked, and it was held that the corporation was estopped to make that defense, inasmuch as it had enjoyed the benefit of the act;...