Oil Creek & Allegheny R. Railroad Co. v. Penna. Trans. Co.

• Decision Date: 02 January 1877
• Citation: 83 Pa. 160
• Parties: The Oil Creek and Allegheny River Railroad Co. <I>versus</I> The Pennsylvania Transportation Co.
• Court: Pennsylvania Supreme Court

83 Pa. 160

The Oil Creek and Allegheny River Railroad Co. versus The Pennsylvania Transportation Co.

Supreme Court of Pennsylvania.

November 21, 1876.

January 2, 1877.

November 21st 1876.

Before AGNEW, C. J., SHARSWOOD, GORDON, PAXSON and WOODWARD, JJ. WILLIAMS and MERCUR, JJ., absent

Error to the Court of Common Pleas of Crawford county: Of October and November Term 1876, No. 178.

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M. Crosby and Hampton & Dalzell for the plaintiff in error.— The resolution of the railroad board provided for a modification on the rates on all oil, while that of the transportation board applied to every barrel of petroleum or its products; the offer and acceptance were therefore not identical in terms.

There was no evidence that the two committees ever met to consummate the proposed arrangement. As to a ratification of the new contract by making a payment under it, the voucher put in evidence, was signed by a mere ministerial officer who had no authority to bind the company.

The court erred in refusing evidence that two of the defendant's directors on the committee resigned on August 31st 1872, before the meeting of the transportation board, as this tended to prove that the committee's authority to negotiate with the transportation company was withdrawn before the latter accepted the offer. The evidence of the rescission of the resolution of August 9th, by the railroad board, on November 15th, should have been admitted as tending to prove, not a rescission of the modified contract, but that no modification was ever actually made.

The counsel also argued at length the question of ultra vires, and of the incapacity of directors acting for both companies to bind the defendant.

J. Douglass and Pearson Church, for the defendant in error, also argued fully the question of the power of the defendant below to make the contract, and, further cited Pearsol v. Chapin, 8 Wright 9, as showing that the acquiescence in the contract by the defendant below was a complete ratification of it and conclusive upon the railroad company.

Mr. Justice PAXSON delivered the opinion of the court, January 2d 1877.

There are twenty specifications of error in this case. They raise, however, but two substantial questions, viz.: 1. Was the contract upon which the plaintiffs were allowed to recover, ultra vires? 2. Was such contract found by the jury upon sufficient evidence? Neither proposition presents a question of serious difficulty. It does not appear to have occurred to the defendants below that the contract of July 26th 1871 was ultra vires until it became apparent that by their subsequent modification of it they had made a bad bargain. They then attempted to repudiate the modification and fall back upon the...