Cushman v. Cloverland Coal & Mining Co., No. 21,274.

• Docket Nº: No. 21,274.
• Citation: 170 Ind. 402, 84 N.E. 759
• Case Date: May 15, 1908
• Court: Supreme Court of Indiana

170 Ind. 402
84 N.E. 759

CUSHMAN
v.
CLOVERLAND COAL & MINING CO.

No. 21,274.

Supreme Court of Indiana.

May 15, 1908.

Appeal from Circuit Court, Clay County; P. O. Collier, Judge.

Action by Daniel W. Cushman against the Cloverland Coal & Mining Company. Judgment for defendant on demurrer, and plaintiff appeals. Affirmed.

See 84 N. E. 25.

A. C. Miller, for appellant. A. W. Knight, for appellee.

HADLEY, J.

Whether the complaint states facts sufficient to withstand a demurrer is the only question presented by this appeal. The question rests upon the following averments: “That on or about the 12th day of March, 1904, one Antone Cageouchas, during his employment by said defendant and while at work for said defendant, was personally injured; his wounds being of so serious a nature as to create an emergency for the immediate attention of a physician and surgeon in order to save said employé's life, by reason whereof plaintiff was called and employed to attend and treat said employé, by defendant, by and through one Edward Somers, its mine superintendent, which said superintendent immediately reported to said defendant his said act. That said defendant by its president and general manager, with full knowledge of the employment of this plaintiff, ratified and confirmed the same by then and there stating to said superintendent that: ‘That was all right, that was the thing to do.’ That thereafter said defendant, by its president and general manager, R. S. Tenant, notified this plaintiff to purchase what was necessary to aid in the further treatment and attention of said injured employé. That said defendant well knew that this plaintiff was continuing to attend and treat said injured employé, and that said defendant did nothing toward giving this plaintiff notice that it would not recompense him for his services, but notified this plaintiff that it would recompense him for the same.” The complaint shows that, upon the employment of the plaintiff by the mine superintendent, the latter immediately reported the fact to Tenant, the defendant's president and general manager, who, as such officer with full knowledge of the employment of the plaintiff, ratified and confirmed the same by expressing his approval, and by requesting the plaintiff to supply the injured employé with necessaries. So the question really rests upon the ratification by the defendant, acting through its president and general manager, rather than upon the power of the mine superintendent to make the employment. Ratification can only be made by one who has power to make the contract in the first instance. If the president and general manager had authority, either express or implied, from the defendant's board of directors to employ the

[84 N.E. 760]

plaintiff to render the services sued for on behalf of the corporation, then he could, no doubt, give validity by ratification to the superintendent's contract. Hord v. State, 167 Ind. 622, 79 N. E. 916.

Does the complaint show that he possessed such power? Corporations act exclusively by agents. The officers, principal, and subordinate are but agents, created and granted all their powers by the board of directors. In respect to being commissioned to act for the principal, the agent of the corporation, of whatever station or rank, is governed by the same general rules and principles of the law as the agent of an individual. National State Bank v. Vigo Co. National Bank, 141 Ind. 352, 355, 40 N. E. 799, 50 Am. St. Rep. 330;Gravel Road Company v. Slaughter, 33 Ind. 185. The naked act of investing the individual with the office of president gives him very little power to act for the corporation. He has no power to bind it in material matters, except as he may be authorized by law, or by the board of directors. L. E. & St....