Hartford Iron Min.Co. v. Cambria Min. Co.

• Decision Date: 02 May 1890
• Citation: 45 N.W. 351,80 Mich. 491
• Court: Michigan Supreme Court
• Parties: HARTFORD IRON MIN. CO. v. CAMBRIA MIN. CO.

45 N.W. 351

80 Mich. 491

HARTFORD IRON MIN. CO. v. CAMBRIA MIN. CO.

Supreme Court of Michigan

May 2, 1890

Error to circuit court, Marquette county; C. B. GRANT, Judge.

F O. Clark, (W. P. Healy, of counsel,) for plaintiff.

A B. Eldredge, for defendant.

LONG J.

Prior to December 1, 1875, the Teal Lake Iron Mining Company were the owners of lot 5, section 36, in township 48 N., of range 27 W., Marquette county, this state. On that day the company made and executed to James H. McDonald and R. P Harriman a mining lease of the west half of said lot. By the terms of this lease the second parties were licensed to enter upon the lands, and to dig thereon, and mine and carry away therefrom, iron ore, for the term of 10 years, they having the exclusive right of mining and to carry away ore, and the right to erect thereon and maintain such buildings and machinery as may be necessary for the thorough and successful prosecution of said work. This lease further provided that the second parties should not occupy any portions of said lands for the purposes of carrying on any trade, business, or occupation except said mining, or such other work or business as is necessarily incidental thereto. This instrument was duly acknowledged and recorded in the office of the register of deeds of that county August 26, 1882. Subsequently, and prior to March 16, 1882, this lease was assigned to the Cambria Mining Company, a corporation, the defendant herein. On March 16, 1882, the lease was extended until December 1 1895, and the assignment and extension duly recorded. On June 1, 1887, the Teal Lake Iron Mining Company made and executed a similar lease of the east half of said lot 5 to the Hartford Iron Mining Company, of Milwaukee, a corporation organized and existing under the laws of Wisconsin, the plaintiff in this suit. This lease was to continue in force for the period of 12 years from its date. This action of trover is brought to recover the value of 5,000 tons of iron ore alleged to have been wrongfully taken by the defendant from the land of the plaintiff. This lot 5 is in the Negaunee iron range, and borders upon Teal lake. The following diagram will show the situation:

RPT.CC.1890005062.00010

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It appears that a dispute arose some time in 1888 between the two companies as to where the dividing line should be located between the east half and west half of this lot 5; the defendant company claiming that the line should be run due north from a point equidistant between the south-east corner and south-west corner of the said lot to Teal lake, and being a line parallel or equidistant between the east line and the west line of the said lot, running due north to Teal lake; that, the south line of the lot divided into two equal parts, the line between the two running due north would be the proper and legal subdivision, irrespective of the acreage of land contained in either subdivision. The plaintiff company denied that position, and claimed that the east half was one-half of the acreage in lot 5, and that the line should be run between the east and west line to Teal lake, to such a point as would make an equal subdivision of acreage between the east half and the west half of the lot. The two lines on the above diagrams were run by Mr. George P. Cummings, an engineer, the easterly line being at the point equidistant between the corners, and running due north. The other is the line of subdivision of equal acreage. It appears that Benjamin Neely, in 1884, had an option for a lease of the east half of lot 5, to explore for iron ore. He continued his explorations, and some time in August, 1886, discovered ore at the point marked on the diagram as "Iron Ore Pit." After the plaintiff company was organized, they opened up the ore, and were mining in this pit, when the defendant company took possession from them, claiming to own the ore already mined, as well as the ore in the pit to be mined, and proceeded to take and convert to its own use 5,000 tons of this ore, claimed to be worth from $4 to $4.50 per ton at the pit.

But two questions are raised: (1) Which is the line,-the one that divides the lot into equal acreage, as claimed by the plaintiff, or the one that divides it by a line running north and south from a point equidistant between the two south corners, above referred to? (2) It appears that H. H. Stafford, after he was appointed general manager of the plaintiff company, employed the engineer, Cummings, to run a line between the east half and the west half of this lot, and Mr. Cummings commenced at the point equidistant between the corners on the south line, and ran the east line as indicated on the diagram, and which would come east of the pit where the ore was taken out. Subsequently the plaintiff employed Mr. Cummings, the same engineer, to run a line which would divide the lot into two equal parts as to acreage, being the west line indicated on the diagram, and which runs some distance to the west of the pit of iron ore in question. It is therefore contended by the defendant that, the plaintiff's agent having caused this line to be run, it was an acquiescence in the boundary line at that point, and the plaintiff company cannot now question it.

Some other facts are shown as to the arrangement for the running of these lines; and it is claimed that Mr. Maitland, the agent of defendant company, paid one-half of the expenses of running the east line, and that there was some sort of agreement between the agents of the two corporations that this east line, so run by Cummings, would be satisfactory. There is no showing, however, that the plaintiff company, by any act except that of the general manager, as above, ever made any agreement that this should be treated as the true line of division between the east and west half; and no authority is shown to the agent of plaintiff to make any such arrangement or agreement. A corporation cannot be held to have contracted unless its officers or agents who make such contract have express or implied authority to bind the corporation, and even individual directors have no power to bind the corporation. Lockwood v. Thunder Bay River Boom Co., 42 Mich. 539, 4 N.W. 292. There is no force in the second proposition, and it need not be discussed at length.

The rights of the parties must, therefore, be settled by a construction of these two mining leases, as to where the true dividing line is to be found,-whether by equal distances from east to west or by equal acreage. In Au Gres Boom Co. v Whitney, 26 Mich. 42, it appears that a very similar question arose. The land was bounded on the west side by the Au Gres river. The river is not a straight line at this point, and the...