Oklahoma Portland Cement Co. v. Anderson

• Decision Date: 09 May 1911
• Citation: 115 P. 767,28 Okla. 650,1911 OK 181
• Parties: OKLAHOMA PORTLAND CEMENT CO. v. ANDERSON et al.
• Court: Oklahoma Supreme Court

115 P. 767

28 Okla. 650, 1911 OK 181

OKLAHOMA PORTLAND CEMENT CO. v. ANDERSON et al.

Supreme Court of Oklahoma

May 9, 1911

Syllabus by the Court.

The charter of a corporation, read in connection with the general laws applicable to it, is the measure of its powers, and a contract manifestly beyond those powers will not sustain an action against the corporation. But whatever under the charter and other general laws reasonably construed may fairly be regarded as incidental to the objects for which the corporation is created is not to be taken as prohibited.

Where the question of the appointment of an agent was submitted to the jury under an instruction to the effect that to entitle the plaintiff to recover damages for a breach of contract alleged to have been executed by M., the agent of the defendant, the jury must either find that M. was the agent of the defendant at the time said alleged contract was entered into, or that after the contract was made, and with full knowledge of all the material facts relating thereto, the defendant ratified the same, and there was evidence reasonably tending to establish both the agency and ratification, the finding of the jury is conclusive on appeal.

It is not reversible error for the trial court to peremptorily overrule a motion for a new trial, where there is no error shown to have occurred in the trial of the cause.

Error from Pontotoc County Court; Joel Terrell, Judge.

Action by P. E. and T. D. Anderson against the Oklahoma Portland Cement Company. Judgment for plaintiffs, and defendant brings error. Affirmed.

Clinton A. Galbraith and Thos. D. McKeown, for plaintiff in error.

Duke Stone, for defendants in error.

KANE J.

This was an action to recover damages for breach of a contract commenced by the defendants in error, plaintiffs below against the plaintiff in error, defendant below. Hereafter the parties will be called plaintiffs and defendant respectively. The petition alleges, in substance, that the plaintiffs and defendant entered into an oral contract whereby the plaintiffs were to move from Shawnee, Okl., to Oolite, Okl., for the purpose of boarding the men employed by the plaintiff in error in its quarry at that place; that, by reason of the breach of said contract by the defendant, they had been damaged in the aggregate sum of $750. The answer denied the execution of said contract by the defendant or any one authorized to act for it, and denied liability in any sum, and further alleged that the Andersons had moved to Oolite with its knowledge and consent, and had established the boarding house there, and that the defendant voluntarily did many things to assist and help the venture along, but that the venture proved a failure through no fault of the defendant, but was due wholly to the fault of the Andersons themselves. A trial before the court and jury resulted in a verdict and judgment in favor of the plaintiffs in the sum of $120, to reverse which judgment this proceeding in error was commenced.

Counsel for plaintiff in error argue their numerous assignments of error in their brief under four subheads, which may be briefly stated as follows: (1) It was error for the court to overrule the defendant's objection to the introduction of any evidence in said cause, for the reason that the petition alleged that the defendant is a private corporation engaged in a particular business, which is admitted by the answer and does not allege that conducting a hotel or boarding house was any part of the business for which said corporation was organized, or that said boarding house was an incident of the business of manufacturing and selling Portland cement; nor does the petition set out that said alleged contract was either made by a manager or agent duly authorized to enter into contracts for plaintiff in error, and that such alleged contract was such a one as it had the power to enter into under its charter and by-laws. (2) That the court erred in overruling the demurrer of the defendant to the plaintiffs' evidence at the close of the plaintiffs' case. (3) The court erred in giving certain instructions asked by the plaintiffs, and in refusing certain instructions requested by the defendant. (4) The court erred in overruling defendant's motion for a new trial pro forma and without argument.

The first contention of counsel for defendant cannot be sustained. The answer admits and the evidence shows that the defendant, a private corporation, in connection with the manufacture of cement, was running a rock quarry at Oolite and owned a boarding house at the point for the purpose of boarding its men employed in the quarry, that this quarry was in charge of a...