Texarkana v. Friedell

• Decision Date: 29 April 1907
• Citation: 102 S.W. 374,82 Ark. 531
• Parties: TEXARKANA v. FRIEDELL
• Court: Arkansas Supreme Court

102 S.W. 374

82 Ark. 531

TEXARKANA v. FRIEDELL

Supreme Court of Arkansas

April 29, 1907

Appeal from Miller Circuit Court; Joel D. Conway, Judge; reversed.

Judgment reversed and cause remanded.

Pratt P. Bacon, for appellant.

No officer or member of the corporation, however much he may be interested in its proceedings, can, without authority, make contracts for it, or bind it by his declarations or admissions. 34 Ark. 249. Appellee was bound to know of the limitations on the authority of the mayor and other city officials, and his services were rendered at his own hazard. 51 Tex.App. 532.

John B Jones, for appellees.

It is idle to say that appellant did not know of these services. The amount charged was reasonable, and appellant had made it known to the mayor, city attorney and four members of the city council that he expected compensation. There was no necessity for a special contract. 124 Cal. 61. When work done for a corporation without complete legal authorization is for a corporate purpose, and is beneficial to it, and the price reasonable, strong evidence of the assent of the corporation is not required. Id.; 1 Dill. Mun. Corp. § 464. As to liability of a corporation on an implied contract, see 13 Ill. 371.

OPINION

HILL, C. J.

The city brought an injunction suit to protect a street from obstruction. The city attorney employed Mr. Friedell, an attorney at law, to assist him in the case, and stated that it was the kind of a case for which the council would allow a special fee, and that he would divide the fee with Mr Friedell. Upon that understanding Mr. Friedell went into the case, The city attorney was succeeded by another gentleman in that office, who, upon learning that Mr. Friedell was in the case, consented and approved of his continuing therein. Mr Friedell made it clear to the city attorney, to the mayor and to four of the members of the council that he had been taken into the case by the previous city attorney, and was retained in it by the present city attorney, and that he expected compensation, and was not acting gratuitously. No action was taken by the council or by any of the officials looking to the payment of the fee of Mr. Friedell, who continued in the case until it terminated, rendering proper and skillful assistance to the city. After the case was closed he rendered a bill for his services, which is conceded to be a moderate charge. The question is presented whether the city is liable.

Judge Dillon in his work on Municipal Corporations has deduced from the authorities the following principles: The first of these pertinent here is that a municipal corporation may ratify the unauthorized acts of its agents or officers which are within the scope of the corporate powers, but not otherwise. The next is, that where work done for a corporation without legal authorization is for a corporate purpose, and is beneficial to it, and the price reasonable, strong evidence of the assent of the corporation is not required; but such assent must be shown. The third principle is that the ratification, whatever its form, must be by the principal or by its authorized agents. 1 Dillon, Municipal Corporations, 4th Ed. §§ 463-465.

Applying these principles to the facts here, it is seen that the assent of the corporation has not been shown at all. This assent may be proved by very slight evidence, for the professional services of the attorney were beneficial, and the charge reasonable; but in this case the only assent, if...