Curtis v. Piedmont Lumber, Ranch & Mining Co.

• Decision Date: 14 December 1891
• Citation: 13 S.E. 944,109 N.C. 401
• Parties: Curtis v. Piedmont Lumber, Ranch & Min. Co.
• Court: North Carolina Supreme Court

13 S.E. 944

109 N.C. 401

Curtis v. Piedmont Lumber, Ranch & Min. Co.

Supreme Court of North Carolina

December 14, 1891

Appeal from superior court, McDowell county; John Gray Bynum, Judge. Reversed.

Action by A. T. Curtis against the Piedmont Lumber, Ranch & Mining Company to recover money. Judgment for plaintiff. Defendant appeals.

The other facts fully appear in the following statement by Merrimon, C.J.:

The plaintiff alleges in his complaint that he contracted with the defendant at a time specified to deliver to it, at a place designated, a certain number of poplar logs, containing and aggregating 90,000 feet, at the price of $12 per thousand feet, making the sum of $1,530; that he delivered the logs at the place specified, and notified the defendant that he had done so; that the latter refused to receive the same without lawful excuse; that the logs became injured by exposure to the weather; that at the last he sold the same for the largest price he could get for them; that in all things he complied with and performed his part of said contract, and the defendant, without excuse, refused and neglected to do so on its part, etc.; and demands judgment for the balance due upon said contract, $455, and costs. The defendant denies that it contracted with the plaintiff as alleged, and alleges a materially different contract it made with the plaintiff which he failed to keep and perform, etc. It further alleges and pleads as a bar that, at and before this action began another action, brought by the plaintiff against the defendant, founded upon the same alleged cause of action, was pending and undetermined in the superior court of the county of McDowell. It alleges and pleads, as a further defense that the contract alleged by the plaintiff involved and imposed on the defendant a liability in favor of the plaintiff for a sum of money greater than $100; that such contract was not reduced to writing and under the seal of the defendant corporation, nor was any such contract signed by any officer of the defendant authorized to sign the same, and that such alleged contract was void under the statute. Code § 683. Upon the trial of the issues of fact submitted to the jury, "it was admitted that, when the summons was issued in this case, another suit was pending in McDowell county wherein Curtis (the present plaintiff) was plaintiff and the same defendant, for the same cause of action; that the summons issued April 9, 1890, and a nonsuit was entered at fall term, 1890." This action began July 17, 1890. The defendant asked the court to instruct the jury: "(1) The contract not being in writing, and a liability in excess of one hundred dollars being imposed upon the defendant under said contract, the plaintiff was not entitled to recover." The court refused to grant this instruction, but said to the jury: "If you find that the contract was verbal; that the plaintiff went to work under it; that Martin, as agent of the company, recognized it in letters introduced, and made the plaintiff payments under the contract,-then the contract would be good in law, and plaintiff can recover for a breach of it." The defendant excepted. There was a verdict for the plaintiff. The "defendant moved for judgment against plaintiff for costs, on the ground that the action pending when this suit was brought was a bar to this action. Motion denied, and defendant excepted." Judgment was entered for plaintiff, and defendant appealed to this court.

S. J. Ervin, for appellant.

Merrimon C.J.

The statute (Code, § 683; Acts 1871-72, c. 199, § 23) prescribes that "every contract of every corporation, by which a liability may be incurred by the company exceeding one hundred dollars, shall be in writing, and either under the common seal of the corporation, or signed by some officer of the company authorized thereto." The provision is important, and not merely directory. Its purpose is to protect corporations against the hasty or fraudulent acts and practices of their incautious or faithless officers and agents, and as well those persons who deal with them, in respect to contracts involving pecuniary liability of importance. They must necessarily act and contract by and through their officers and agents, and it is wise and salutary to protect them and those who deal with them in the way thus provided. Such contracts must be in writing, and under the common...