Norelli v. Mut. Sav. Fund Harmonia

• Decision Date: 16 September 1938
• Docket Number: No. 27.,27.
• Citation: 121 N.J.L. 60,1 A.2d 440
• Parties: NORELLI v. MUTUAL SAVINGS FUND HARMONIA.
• Court: New Jersey Supreme Court

1 A.2d 440

121 N.J.L. 60

NORELLI

v. MUTUAL SAVINGS FUND HARMONIA.

No. 27.

Court of Errors and Appeals of New Jersey.

Sept. 16, 1938.

Syllabus by the Court.

1. In an action to recover the reasonable value of services by an architect for preparing plans and specifications, and where no express contract is alleged or sought to be proved, proof of services rendered at the request of the defendant corporation and of authorization by the defendant to an officer to request such services, and of ratification by the defendant of such an arrangement, is permissible by parol testimony, without the introduction of the minutes of the corporate meetings.

2. Where problems of implied authority, ratification, acquiescence and estoppel are involved, and the testimony tends to show a course of conduct between officers and directors of the defendant corporation and a reliance thereon by the plaintiff to his detriment, by reason of expressions and representations made by the directors at their corporate meeting called expressly for the purpose, whereby the plaintiff was induced to proceed with his work, the question whether the work done by him was impliedly ratified and accepted by the directors was for the jury.

3. A corporation is bound by the acts of its agent within the apparent authority which it knowingly permits the agent to assume, or which it holds the agent out to the public as possessing. The question in every such case depending upon the apparent authority of the agent, is whether the corporation has by its voluntary act placed the agent in such a situation that a person of ordinary prudence, conversant with business usages and the nature of the particular business, is justified in presuming that such agent has authority to perform the particular act in question, and, when the party relying upon such apparent authority presents evidence which would justify a finding in his favor, he is entitled to have the question submitted to the jury.

Appeal from Supreme Court, Essex County.

Action by Nicholas A. Norelli against the Mutual Savings Fund Harmonia, a New Jersey corporation, to recover for the reasonable value of architectural services rendered to defendant by plaintiff. From a judgment of nonsuit, plaintiff appeals.

Reversed and remitted.

Jerome Alper, of Newark (George H. Rosenstein, of Newark, of counsel), for appellant.

George Schmidt, Jr., of Elizabeth (Samuel Koestler and Benjamin Nohemie, both of Elizabeth, of counsel), for respondent.

TRENCHARD, Justice.

This is an appeal from a judgment of non-suit, granted at the conclusion of the plaintiff's case below after certain testimony was stricken out and other testimony was refused admission.

The suit below was by a licensed architect for the reasonable value of services rendered in preparing plans and specifications for the alteration of two buildings at the request of the defendant corporation, the owner thereof. The testimony tended to show that the plaintiff had been consulted by the defendant through its Vice-President Hoffman, and its board of directors, and was requested to prepare and submit plans and specifications for the alteration of the properties located in South Orange, New Jersey; that it was agreed between the parties that upon the approval of these plans by the defendant and by the Building Department of South Orange, the defendant would proceed with the construction of the work and place plaintiff in supervision thereof, and would pay him the reasonable value of his services in the preparation of the plans and the supervision of the reconstruction work.

The testimony also tended to show, among others, the following matters of fact: That plaintiff did prepare the plans and that they were approved by the defendant and by the Building Department of South Orange; that the defendant signified its approval by its Vice-President Hoffman and by the board of directors. (The testimony concerning this approval by the board was erroneously stricken out by the court on defendant's motion and over the plaintiff's objection, and this was assigned for error.) The evidence also tended to show that the defendant desired to find a purchaser for the property in question; that the plaintiff endeavored to assist defendant in this respect by bringing to it a builder who would do the reconstruction work; that subsequently, and for reasons not material to the plaintiff's case, the negotiations with the builder fell through, and the defendant refused to carry out its contract of employment with the plaintiff and to proceed with the reconstruction work according to the agreement; that thereafter plaintiff demanded payment for the reasonable value of his services and, not being paid, this suit was begun.

The defendant's theory of the case, the striking and refusing testimony and the eventual granting of the nonsuit, appears to have been based upon the sole premise that the evidence constituting plaintiff's case was not binding upon the defendant because no authority was shown to bind the defendant other than the statement of its Vice-President and the action of the board of directors as expressed at their various meetings;...