Raven Red Ash Coal Co. Inc v. Herron

• Decision Date: 09 September 1912
• Citation: 114 Va. 103,75 S.E. 752
• Parties: RAVEN RED ASH COAL CO., Inc. v. HERRON.
• Court: Virginia Supreme Court

75 S.E. 752

(114 Va. 103)

RAVEN RED ASH COAL CO., Inc.

v.HERRON.

Supreme Court of Appeals of Virginia.

Sept. 9, 1912.

1. Mines and Minerals (§ 105^*)—Corporations—Officers—Powers.

One acting as secretary, treasurer, and superintendent of a coal mining corporation, who is in charge of the mining of the coal without having his powers and duties defined, has only the right to enter into such contracts as are usual and necessary to carry on the business according to the general custom of the coal mining business in that territory, and the delegation of authority carries with it the full power to do the things which are necessary, proper, and usual, in the absence of an express limitation on such authority, and a contract made by him within the scope of his power is binding on the corporation.

[Ed. Note.—For other cases, see Mines and Minerals, Cent. Dig. §§ 229, 229 1/2; Dec. Dig. § 105.*]

2. Mines and Minerals (§ 105*)—Corporations — Officers — Powers — Question for Jury.

Whether one acting as secretary and treasurer of a mining corporation and employed by the month as superintendent of its coal mines has authority to let a contract to a contractor for a year for the mining and delivery of coal on the tipple at a specified price per ton held, under the evidence, for the jury.

[Ed. Note.—For other cases, see Mines and Minerals, Cent. Dig. §§ 229, 229 1/2; Dec. Dig. § 105.*]

3. Evidence (§ 241*) — Declarations of Agent—Admissibility.

Declarations of an agent are admissible against his principal when they are within the scope of his authority and made in the course of the negotiation to which they refer, or in the discharge of his duty, but declarations made in casual conversations not involving any business of the agency, and which are mere narratives of past acts, are inadmissible.

[Ed. Note.—For other cases, see Evidence, Cent. Dig. §§ 887-892; Dec. Dig. § 241.*]

4. Corporations (§ 42S*)—Notice to Officers—Notice to Corporation.

Notice to two of seven directors of a corporation that its secretary, treasurer, and superintendent had made a contract is not notice to the corporation where the information was not communicated to the board of directors or to the other directors.

[Ed. Note.—For other cases, see Corporations, Cent. Dig. §§ 1748-1761; Dec. Dig. § 42S.*]

5. Corporations (§ 432*)—Contracts—Acquiescence.

Evidence held not to justify a finding that a corporation acquiesced in a contract made by an officer without authority to make the contract.

[Ed. Note.—For other cases, see Corporations, Cent. Dig. §§ 1717, 1718, 1724, 1726-1737, 1743, 1762; Dec Dig. § 432.*]

6. Principal and Agent (§ 150^2-*)—Acts of Agent—Scope of Authority — Notice to Principal.

In the absence of circumstances putting a reasonably prudent man on inquiry, a principal need not make any effort to discover whether his agent is doing unauthorized acts in his name, but he may assume that the agent will only act within the scope of his authority, and notice will not be imputed to a principal by the mere fact that he had reasonable opportunity to acquire knowledge of the acts of his agent.

[Ed. Note.—For other cases, see Principal and Agent, Cent. Dig. §§ 556-563; Dec. Dig. § 150.*]

7. Mines and Minerals (§ 109*) — Contracts for Mining—Construction.

A contract employing for one year a contractor to mine coal and deliver the same on the tipple for a specified price per ton on a tonnage not exceeding a specified amount per month, and a specified sum in excess of that quantity, etc., does not make the amount which the contractor may mine and deliver dependent on the getting of sufficient cars to transport the coal mined or in finding a market for it, though the corporation is selling on the general market.

[Ed. Note.—For other cases, see Mines and Minerals, Cent. Dig. § 214; Dec. Dig. § 109.*]

8. Damages (§ 22*)—Breach of Contract-Measure of Damages.

A party to a contract is entitled to recover for a breach thereof by the other party all such damages as are the natural and proximate results of the breach, but one may not recover profits unless loss of profits is a natural and proximate result of the breach, and the extent of the loss is satisfactorily proved.

[Ed. Note.—For other cases, see Damages, Cent. Dig. §§ 59-61, 63; Dec. Dig. § 22.*]

9. Mines and Minerals (§ 110*)—Breach of Contract—Measure of Damages.

Where a coal mining corporation employing a contractor for a year to mine coal and deliver the same on the tipple for a specified compensation, including the free use of a house, coal for his family, and goods out of a store for his family at a specified sum below the sale price, breached its contract and prevented performance by the contractor, the latter could recover the difference between what he would receive for delivering the coal and the cost of doing it, together with the value of the free use of the house and other benefits given by the contract, less any sum earned in work elsewhere.

[Ed. Note.—For other cases, see Mines and Minerals, Dec. Dig. § 110.*]

Error to Circuit Court, Tazewell County.

Action by H. J. Herron against the Raven Red Ash Coal Company, Incorporated. There was a judgment for plaintiff, and defendant brings error. Reversed.

Harman & Pobst, for plaintiff in error.

Bond & Bruce, W. H. Werth, S. D. May, and R. O. Crockett, for defendant in error.

BUCHANAN, J. H. J. Herron brought his action of assumpsit against the Raven Red Ash Coal Company, a corporation, to recover damages for breach of a contract which the plaintiff alleged existed between him and the defendant corporation. Upon the trial of the cause there was a verdict and judgment in favor of the plaintiff. To that judgment this writ of error was awarded.

The grounds relied on for a reversal of the judgment are that McCorkle, who made the contract on the part of the defendant, had no authority to make it, either as the secretary and treasurer of the defendant company, or as superintendent of its mines; that the contract was of such a character that it could only have been made by the express authority of the board of directors; that no such authority was given to McCorkle, nor was his act ratified by the company; that, if the contract were binding upon the company, the damages sued for were not recoverable because of their uncertain and speculative character; and that even if the plaintiff were entitled to recover any damages, the verdict of the jury could not be upheld because of errors of the trial court in the admission and rejection of evidence and in the giving and refusing of in structions.

It appears that McCorkle had been the secretary and treasurer of the company, and the superintendent of its mines, from its organization in the early part of the year 1906 down to the 1st of October, 1908, when the contract in question was executed. His duties in neither of the capacities named were defined by any by-law of the company, or by any resolution of its board of directors, but he had charge of mines during that period, hiring its employes, mine foreman, and power house men by the month, motor-men, track hands, blacksmiths and their helpers, bratticemen, and slatemen by the day; coal cutters in different ways—by the ton, by the man, by the room, and by the day, and coal miners by the ton. McCorkle, as superintendent, was employed by the month, and no one employed by him until the contract sued on was made was employed for longer periods than one month. The plaintiff, who had been in the service of the company for about one year as an electrician, was at first employed by the day and afterwards by the month, and knew the manner in which the work in the mine was being conducted when the contract sued on was entered into, which is in the following words:

"This agreement made and entered into this first day of October, 1908, by and between H. J. Herron, of Red Ash, Va., hereinafter called the Contractor, and the Raven Red Ash Coal Co., Inc., of Red Ash, Va., hereinafter called the Company, witnesseth:

"Whereas, the said Company has this day let to contract all the day labor connected with the mining of its coal at Mine No. 1, at Red Ash, Va., viz.: —Haulage of coal, cutting of coal, blacksmith and helpers, trackmen, bratticemen, slatemen on haulage ways and all other day labor incident to mining the coal, except as follows: Power houseand tipple labor. Therefore, for and in consideration of the sum of thirty (30) cents per ton on a tonnage not to exceed 4, 000 tons per month, and twenty-seven and one-half (27 1/2c) cents per ton on 500 tons in excess of 4, 000 tons, twenty-seven and one-half (27 1/2c) cents per ton on a tonnage not to exceed 4, 500 per month and twenty-five (25c) cents on 500 tons in excess of 4, 500 tons per month and twenty-five cents per ton on 5, 000 tons per month and over, based on the present equipment, and should said Company put in more equipment then the price paid said Contractor is to be reduced in proportion to increase of tonnage in excess of 6, 000 tons. Said Contractor is to remove only such slate as may fall on haulage ways.

"Said Contractor is to look after the mines in general, looking after the safety of the miners so far as furnishing the necessary timbers and supplies is concerned, is to work the mines in accordance with plans and specifications furnished by said Company.

"Said Company is to furnish all necessary supplies including ties, props, and etc., but said Contractor (is to) keep up necessary repairs and to take props and ties into the mines when required.

"Said Contractor is to give special attention to all entries and to advance them as fast as possible. Said Company agrees to keep the time of said Contractor, time to be turned in every night and to make payment to his men on regular pay day.

"Said Company is to put in repair all the mine cars which are now torn up, but any cars damaged or torn up by said Contractor is to be repaired by him.

"Said Company is to allow said Contractor $50.00 in which to catch up...