Pittsburg & Tennessee Copper Co. v. Quintrell

• Decision Date: 23 September 1892
• Citation: 20 S.W. 248,91 Tenn. 693
• Parties: Pittsburg & Tennessee Copper Co. v. Quintrell. [1]
• Court: Tennessee Supreme Court

20 S.W. 248

91 Tenn. 693

Pittsburg & Tennessee Copper Co. v. Quintrell. ^[1]

Supreme Court of Tennessee.

September 23, 1892

Appeal from circuit court, Polk county; Arthur Traynor, Judge.

Action by James Quintrell against the Pittsburg & Tennessee Copper Company for breach of contract. Judgment for plaintiff. Defendant appeals. Affirmed. Petition for a rehearing. Petition dismissed.

Lurton J.

This is an action for damages for breach of contract of hiring. There was a judgment in favor of the defendant in error. Two errors have been assigned, both on the facts. At a former day of the term these assignments were overruled, and the judgment of the circuit court affirmed. A petition for rehearing has been filed, from which we quote the following: "Petitioner shows that the assignment of errors and the argument of counsel presented several questions not pertinent to the controversy, and that the only question for consideration was the liability of petitioner in any event. Petitioner respectfully submits that the court evidently overlooked the facts: (1) That there is no proof in the record to show that the defendant company was in existence at the time the alleged contract was made, but, on the contrary, the proof shows that said company was not in existence. (2) That there is no proof to show that the said company ever ratified any contract made by any party with the plaintiff. (3) There is no proof to show that Shaffer, who made the contract with Quintrell, was an agent of the said company, but, on the contrary, the proof shows that he was not its agent."

Mr Shaffer, the witness of defendant, shows that he, together with one Ferguson, owned a mining lease covering some copper mines. That they began the business of mining upon their property under the name and style of the Pittsburg & Tennessee Copper Mining Company. How the lease was taken does not appear, nor is it shown how long they did business under this style before taking out a charter. While thus engaged in business, and on or about the 20th of May, 1891, according to the evidence of plaintiff below, Shaffer entered into the contract for the services of plaintiff, such services to begin, according to the evidence of Shaffer, in four or five days, and, according to plaintiff's evidence, so soon as he could reasonably get to the mines from Alabama after he had been communicated with. On the 24th of May the statutory application for incorporation of a mining company, under the name and style of the Pittsburg & Tennessee Copper Mining Company, was duly made, and on that day signed by the proposed corporators. Two of these corporators were Shaffer and Ferguson, who had already been doing business under the same corporate title. There was some delay in the acknowledgment and registration of this application, but it seems to have been completed June 18th. Inasmuch as this is not a suit against Shaffer and Ferguson as individuals or partners, there can be no judgment against them as doing business under the name and style of the Pittsburg & Tennessee Copper Company. While there can be no doubt that Shaffer intended to employ plaintiff for the proposed corporation, and to bind it by his contract when it should come into existence, yet it is very plain law that a corporation is not responsible for acts performed or contracts made before it came into existence by promoters or persons proposing to bind the company, when it should be organized. A corporation not in...