Carrigan v. Port Crescent Imp. Co.

• Decision Date: 30 June 1893
• Court: Washington Supreme Court
• Parties: CARRIGAN v. PORT CRESCENT IMP. CO.

34 P. 148

6 Wash. 590

CARRIGAN v. PORT CRESCENT IMP. CO.

Supreme Court of Washington

June 30, 1893

Appeal from superior court, Clallam county; James G. McClinton Judge.

Action by M. J. Carrigan against the Port Crescent Improvement Company on a contract. From a judgment for plaintiff defendant appeals. Affirmed.

Geo. C Hatch and Harry E. Lutz, for appellant.

Benton Embree, for respondent.

HOYT J.

All of the errors assigned by appellant, excepting those relating to the evidence offered in opposition to its own claim of offset, were founded upon the rulings of the court upon objections by the appellant to the introduction of evidence to show that the contract sued upon, which purported to be executed by John E. Lutz, its manager, was so executed by him by express authority of the board of directors, or that it had been fully ratified by the action of the company. Before the introduction of any such testimony, the plaintiff had shown that the contract in question had been in fact signed in the name of the company by said Lutz as its manager, and that said Lutz was in fact the acting manager of the company, having control of all or nearly all of its transactions. Under these circumstances, it will be presumed that it was the contract of the corporation until the contrary is made to appear. When a corporation names some person as its manager, and, as such, allows him in a large measure to control all its business transactions, it must be held responsible for the acts of such manager in the name of the company until it has been affirmatively shown by it that as a matter of fact, such acts were unauthorized. This is perhaps, an extension of the general rule, but, in our opinion, such extension is necessary to prevent great hardships being cast upon those who deal with corporations. The very use of the word "manager," as applied to the officer, conveys the idea to the ordinary mind that to one thus named has been committed the management of the affairs of the company; and to hold that one dealing with a person so held out must, before the company can be held liable for his acts, show affirmatively that it had authorized them, would often result in great hardship. The books of many of the smaller corporations are very imperfectly kept, and from them it is sometimes impossible to determine as to just what authority is vested in the manager and to require of one who deals with the corporation to show...