Robinson Reduction Co. v. Johnson

• Decision Date: 13 September 1897
• Citation: 10 Colo.App. 135,50 P. 215
• Parties: ROBINSON REDUCTION CO. v. JOHNSON.
• Court: Colorado Court of Appeals

50 P. 215

10 Colo.App. 135

ROBINSON REDUCTION CO. v. JOHNSON.

Court of Appeals of Colorado

September 13, 1897

Appeal from Gilpin county court.

Action by N.W. Johnson, assignee, against the Robinson Reduction Company for wages. From a judgment for plaintiff, defendant appeals. Affirmed.

N.Q Tanquary, for appellant.

H.J Hersey and James Morrison, for appellee.

THOMSON P.J.

On the 16th day of October, 1894, William Robinson and John E Greenawalt were the proprietors of inventions and processes for the reduction of metalliferous ores, and the separation of gold and other precious metals from ores. On that day they entered into a contract with John W Starkweather and William B. Willard whereby they transferred to the latter an undivided one-half interest in the inventions, for certain designated territory, in consideration of $6,000, to be paid by the assignees, and applied under the supervision of the first-named parties in the erection of a suitable plant in the city of Black Hawk for the treatment of ores by those processes. The contract also provided for the incorporation, under the laws of Colorado, by all of the parties, of a company to be known as the Robinson Reduction Company, to which the right to the use of the inventions, and the title to the proposed plant, should be transferred and conveyed. The corporation provided for was accordingly formed. Its purposes, as expressed in its certificate of incorporation, were, among other things, to deal in, reduce, refine, and treat metalliferous ores, and to lease, purchase, or in any other manner lawfully acquire and operate mining and ore-producing properties. The directors to whom were confided the affairs and business management of the company for the first year of its existence were John W. Starkweather, William B. Willard, William Robinson, John E. Greenawalt, and Thomas W. Gleason. Although the records of the company were not in evidence, it appears that there was a meeting of the board of directors after the incorporation was consummated, at which a president, vice president, secretary, and treasurer were elected. Mr. Starkweather and Mr. Willard furnished the money, as they had agreed, and the reduction works were duly constructed. The rights and titles mentioned in the contract were transferred to the company. No stock of the company was issued prior to June 22, 1895, at which time Mr. Robinson and Mr. Greenawalt sold their entire interest in the company to Mr. Starkweather and Mr. Willard. It was necessary, when the works were completed, to have ore with which to test their efficiency. After their completion, Mr. Greenawalt, purporting to act as the agent of the company, made some arrangements with the owners of a mining property known as the "McAllister Mine," whereby it was to be operated by the company. Under that arrangement, as the company's ostensible agent, he took possession of the property, and employed a number of men to work it. With the ore obtained from it, the required tests were made. The company refused to pay the men employed upon the mine, and they severally assigned their claims against the company to the appellee, who brought this suit upon them. The judgment was for the plaintiff, and the defendant appealed.

Errors are assigned to the rulings of the court admitting and excluding testimony, and giving and refusing instructions. The defendant asked and was denied the following instruction "The court instructs the jury that there is not sufficient testimony to establish an agency between the defendant, the Robinson Reduction Company, and John E. Greenawalt, and you will find for the defendant." The error assigned upon the refusal of this instruction raises the most important question in the case. If Greenawalt was not in fact the agent of the company, and if the company is not estopped by its acts or negligence to deny his agency, then it is not bound by the contracts of employment which he made with the assignors of the plaintiff, and the instruction should have been given. The evidence touching the question of agency is, briefly, as follows: Mr. Greenawalt, who was a director of the company, and Mr. Robinson, who was also a director, testified that at the meeting of the board, held after the incorporation,...