Chrysler v. Randolph Sand & Gravel Company
| Decision Date | 27 April 1923 |
| Docket Number | 23,383 |
| Citation | 193 N.W. 677,155 Minn. 297 |
| Parties | GEORGE S. CHRYSLER v. RANDOLPH SAND & GRAVEL COMPANY |
| Court | Minnesota Supreme Court |
Action in the district court for Ramsey county to recover $2,600 for services as superintendent of defendant's gravel pit. The case was tried before Haupt, J., who when plaintiff rested denied defendant's motion to dismiss the action and at the close of the evidence denied its motion for a directed verdict, and a jury which returned a verdict for $2,699.67. From an order denying its motion for a new trial, defendant appealed. Affirmed.
Contract of employment of fixed salary.
1. The evidence is sufficient to sustain a finding that, in a negotiation between plaintiff and defendant, the minds of the parties met in a contract, by which plaintiff was employed to work for defendant, for the season of 1921, at a fixed salary.
President of corporation had authority to make contract.
2. The evidence is also sufficient to sustain a finding that defendant's president had both implied and apparent authority to bind defendant by such a contract. The existence of plenary authority in an officer may be implied from the fact that he has been accustomed to exercise such authority with the assent and acquiescence of the stockholders.
Breach of executory contract carries liability.
3. Withdrawal by one party from an executory contract, without consent of the other, is a breach which entails liability in damages.
Court has discretion to bar evidence of collateral facts.
4. The admission of evidence of collateral facts rests largely in the discretion of the trial court. Refusal to receive evidence that other business transactions were recorded in corporate minutes, while this transaction was not, was not error.
Measure of damages.
5. Plaintiff was entitled to recover, if at all, the amount of the contract price of his services, less the amount he was able to earn elsewhere.
Harris Richardson, for appellant.
C. C McElwee, for respondent.
Defendant was organized as a corporation in 1917, with its principal place of business in St. Paul. It operated a sand and gravel pit at Randolph, Minnesota. Dr. F. D. Kendrick was its president and Dennis H. Bradley its secretary and treasurer. Dr. Kendrick had lived many years in St. Paul, and he and his wife owned considerable property there. Bradley had been associated with the business of Dr. and Mrs. Kendrick for many years, and had charge of some of their buildings. For a number of years, plaintiff was chief engineer in one of Dr. Kendrick's buildings in St. Paul. He left and went to Bellfield, North Dakota. On negotiations initiated by Bradley, plaintiff came to St. Paul in the spring of 1920 and entered the employ of defendant as foreman and electrician and engineer at its sand and gravel pit at a salary of $300 a month. The season closed in November until the following spring. In November plaintiff returned to North Dakota. Before doing so, he had some negotiations with Dr. Kendrick and Bradley as to the year 1921. Plaintiff claims that a contract was made, by which he was hired as superintendent of the pit for the operating season of 1921, to commence February 15, 1921, at $3,000 for the season, with an added amount contingent on output, and that defendant broke the contract. He asks judgment for the stipulated sum of $3,000, less $400 which he was able to earn elsewhere. Defendant denies the contract. The jury found for plaintiff and defendant appeals.
1. Defendant contends that the minds of the parties never met in a contract. The evidence is that Dr. Kendrick and Bradley "talked over about making arrangements" with plaintiff for 1921, and that Bradley then talked with plaintiff over a period of two or three days. It is undisputed that Bradley and plaintiff agreed between themselves upon terms as claimed, and then went to the doctor and "put the proposition up to him."
Plaintiff testified that Dr. Kendrick, when the proposition was put up to him, said "that was perfectly satisfactory," but objected to giving a contract in writing because it might interfere with his selling the plant and that Bradley said:
Bradley testified:
Dr. Kendrick testified:
"He wanted a written contract." I says,
We think the evidence is such that the jury might find that there was a meeting of the minds.
2. Defendant contends that Dr. Kendrick had no authority to make this contract. It was incumbent on plaintiff to prove that Dr. Kendrick had express, implied or apparent authority to make this contract. Dispatch Printing Co. v National Bank of Commerce, 109 Minn. 440, 124 N.W. 236, 50 L.R.A. (N.S.) 74; Bloomingdale v. Cushman, 134 Minn. 445, 159 N.W. 1078. There was no proof of express authority. The articles of incorporation provide that the government of the corporation and the management of its affairs shall be vested in the board of directors composed of three persons. The board of directors never acted upon this contract. The president of a corporation has no inherent power to make such a contract. See Grant v. Duluth, M. & N. Ry. Co. 66 Minn. 349, 69 N.W. 23. But we...
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