Conde Nast Press, Inc. v. Cornhill Publg. Co.
| Citation | 255 Mass. 480 |
| Parties | THE CONDE NAST PRESS, INCORPORATED, v. THE CORNHILL PUBLISHING COMPANY. |
| Decision Date | 24 May 1926 |
| Court | United States State Supreme Judicial Court of Massachusetts |
January 19, 20 1926.
Present: PIERCE CARROLL, WAIT, & SANDERSON, JJ.
Practice, Civil Exceptions, Requests for rulings. Corporation, By-laws Officers and agents.
An action of contract was heard in the Superior Court by a judge without a jury and the defendant made in writing requests for rulings. The judge filed a statement of findings and rulings denying the requests and finding for the plaintiff. The docket contained an entry showing that, three days after the filing of the statement by the judge, the defendant filed a "claim of exceptions." Later, the defendant filed a bill of exceptions which incorporated the statement by the judge of his findings and rulings, but contained no allegation that a written statement of exceptions had been filed as required by Rule 45 of the Superior Court
(1923) and which in its concluding paragraphs stated, Held, that
(1) There was nothing in the bill to show compliance with said Rule 45 as to any ruling of law by the judge;
(2) The defendant by his bill of exceptions did not show that this court had jurisdiction.
No exception lies to a refusal by a judge, hearing an action without a jury, to grant a request for a finding of fact.
At the hearing by a judge without a jury of an action by a printing corporation against a publishing corporation upon an account annexed, there was evidence that a representative of the plaintiff had oral and written negotiations with the president of the defendant, as a result of which the plaintiff printed books of the defendant. The defendant's president was dismissed from its employ while work by the plaintiff on some books was in process and the defendant, having stopped the work, refused to pay for the unfinished work on the ground that its former president had no authority to agree with the plaintiff with regard thereto. The defendant introduced in evidence a by-law defining the duties of its president as follows: "He shall be the chief executive officer of the corporation and shall have the general oversight, care and management of all the property and business of the corporation in all departments," and also providing that the president should sign "all special contracts of the Company except when the directors shall otherwise provide, but no contract shall be binding on the corporation until it is approved by one other director." There was evidence and the judge found that the plaintiff had no notice of a limitation placed by the defendant corporation upon its president's authority, and that the acts of the defendant's president were within the apparent scope of his authority; and there was a finding for the plaintiff. Held, that it was proper for the judge to refuse to rule in substance that, unless the plaintiff showed that the agreements it relied on were entered into by the defendant's president with the approval, actual or tacit, of one other of its directors, the plaintiff could not recover.
CONTRACT for $1,782.02 upon an account annexed containing three items, the first and second of which were for work done toward the printing of certain books. The third item, amounting to $170, was waived by the plaintiff. Writ dated March 3, 1923.
In the Superior Court, the action was heard by Walsh, J., without a jury. The determining issue was whether negotiations for the printing, described in the declaration, between the plaintiff and one Walter E. Reid, purporting to act for the defendant, resulted in agreements binding the defendant.
There was evidence tending to show that a representative of the plaintiff had oral interviews and correspondence with Reid, who at that time was president of the defendant and who purported to act for it and negotiated with the plaintiff as general manager of the defendant's business; also that Reid had made on the defendant's behalf other agreements with the plaintiff which had been fully performed and paid for by the defendant; and that in none of the dealings with Reid had the plaintiff had any notice that agreements by him had to be approved by some other of the defendant's directors. The defendant introduced in evidence the following by-law:
There was also evidence for the defendant that no other director countersigned or approved of any contract with the plaintiff; that Reid had been dismissed from its employ, and that immediately thereafter the work described in the declaration had been repudiated by the defendant.
At the close of the evidence, the defendant asked for the following rulings:
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