Rice v. Peninsular Club of Grand Rapids

• Decision Date: 20 December 1883
• Citation: 17 N.W. 708,52 Mich. 87
• Court: Michigan Supreme Court
• Parties: RICE v. PENINSULAR CLUB.

17 N.W. 708

52 Mich. 87

RICE v. PENINSULAR CLUB.

Supreme Court of Michigan

December 20, 1883

One who assumes to deal with a corporation, through one of its members, must satisfy himself at his peril that the member has authority to act as agent for the corporation, and that he is acting within the scope of his authority.

Error to superior court of Grand Rapids.

Taggart & Earle, for plaintiffs.

Taggart & Wolcott, for defendant and appellant.

COOLEY, J.

Assumpsit to recover the value of a bill of groceries and table supplies. The defendant is a corporation formed for social purposes, and owning and occupying a club-house, in which it has been customary to supply meals and other refreshments to the members. The corporation has a board of directors consisting of ten members, from which five are chosen as an executive committee, and this committee, it is provided by the articles of association, shall make all purchases and regulate the prices to be charged for articles sold by the club. The executive committee, however, is subdivided into others, one of which is a supply committee, composed of two members, who are to purchase the supplies. The club holds monthly meetings for business purposes, and weekly meetings for social purposes. In a conspicuous place in the club-house a bulletin is placed, on which are posted all notices required by the constitution and by-laws to be posted. All these are matters which are provided for by the articles of association. The dining-room, or restaurant, is not kept by the club itself, but by a steward, who is hired by the club for the purpose, but who furnishes all supplies at his own expense, and has all the profits. The directors have a supervision in respect to the quality of the supplies and also in respect to the charges to be made for meals.Other refreshments than those at the table are furnished by the club itself, but they are sold for the club by the steward. The steward also has general charge and supervision of the club-house, and of the servants employed therein.

In November, 1881, one Morris was employed by the board of directors as steward. The plaintiffs were then grocers in Grand Rapids, and Mr. Moore, one of the plaintiffs, was a member of the club. He seems, however, not to have been familiar with the manner in which the business of the club was managed, and was not aware that the steward furnished at his own cost and for his own profit the tables. One of the directors, who was also a member of the supply committee introduced Morris to the plaintiffs as the steward of the club, and Morris immediately began purchasing table supplies of them. The supplies were sold to him and charged to the club, on the supposition on the part of the plaintiffs that the steward was agent for the club in making the purchases and that the table was supplied by the club...