Cushman v. Cloverland Coal & Mining Company
| Decision Date | 15 May 1908 |
| Docket Number | 21,274 |
| Citation | 84 N.E. 759,170 Ind. 402 |
| Court | Indiana Supreme Court |
| Parties | Cushman v. Cloverland Coal & Mining Company |
From Clay Circuit Court; Presley O. Colliver, Judge.
Action by Daniel W. Cushman against the Cloverland Coal & Mining Company. From a judgment for defendant, plaintiff appeals. Transferred from Appellate Court under subd. 2, § 1394 Burns 1908, Acts 1901, p. 565, § 10.
Affirmed.
A. C Miller, for appellant.
A. W Knight, for appellee.
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 March 12, 1904, Antone Cageouchas, during his employment by 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 employe's life; that by reason whereof plaintiff was called and employed by defendant, by and through Edward Somers, its mine superintendent, to attend and treat said employe, 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 employe; that said defendant well knew that this plaintiff was continuing to attend and treat said injured employe, 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, 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 employe 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 contract of 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 plaintiff, on behalf of the corporation, to render the services sued for, then he could, no doubt, give validity, by ratification, to the superintendent's contract. Hord v. State (1907), 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 County Nat. Bank (1895), 141 Ind. 352, 355, 50 Am. St. 330, 40 N.E. 799; Brooklyn Gravel Road Co. v. Slaughter (1870), 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. Louisville, etc., R. Co. v. McVay (1884), 98 Ind. 391, 49 Am. Rep. 770; National State Bank v. Vigo County Nat. Bank, supra. When the president and general manager does an act within the domain of the general objects or business of the corporation, and within the scope of the usual duties of the chief officer, it will be presumed that he had the authority to do it, and whoever would assert the contrary must prove it. But when a chief or other officer performs an act, not incidental, or pertaining to the chartered business of his corporation, nor engrafted thereon by a well-established usage, it must, as a general rule, be alleged and proved that he was duly authorized by the directors. Louisville, etc., R. Co. v. McVay, supra, and cases cited.
Another general rule, apparently of universal acceptance, is that officers of corporations organized for, and engaged in, commercial pursuits, without special authority, cannot, as a legal right, charge the corporation with the employment of physicians and surgeons to attend upon sick or injured employes. The rule is even applicable to railroad companies. No court, we think, has gone so far as to hold that even the general manager of a railroad may, on behalf of the company, engage generally in providing medical aid to sick and injured employes and passengers, especially where it is not shown, as in this case, that the sickness or injury was the result of the company's negligence.
A modified exception to the rule, applicable to railroad companies, is generally recognized, founded upon the exceptional characteristics and hazards of their operation. Employes of railroad companies, particularly...
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