Twelfth Street Market Co. v. Jackson
| Decision Date | 16 April 1883 |
| Citation | 102 Pa. 269 |
| Parties | Twelfth Street Market Company <I>versus</I> Jackson. |
| Court | Pennsylvania Supreme Court |
Before MERCUR, C. J., GORDON, PAXSON, TRUNKEY, STERRETT, GREEN and CLARK, JJ.
ERROR to the Court of Common Pleas, No. 4, of Philadelphia county: Of January Term 1883, No. 92.
George Junkin, for plaintiff in error.—The president had no authority to make such a contract. Boards of directors, managers, etc., are agents of the corporation only so far as authorized directly or impliedly by the charter: Angell & Ames on Corp. §§ 280, 291, 294 and 297; Allegheny County Workhouse v. Moore, 14 Norris 408; In re Turnpike Road, 5 Binney 481; Commissioners of Allegheny v. Lecky, 6 S. & R. 166; Comp. v. Carlisle Bank, 13 Norris 409. One seeking to charge another through an agent, must not only establish the fact of agency, but also the extent of it: Union Refining Co. v. Bushnell, 7 Norris 91; Hays v. Lynn, 7 Watts 524; Moore's Ex'rs v. Patterson, 4 Casey 505. If this contract had been in the line of the president's duties a recovery could be had against the company, but the by-laws gave to a particular committee power to make arrangements "for paying off or discharging any of the permanent indebtedness of the company:" Clendenon v. Pancoast (25 Smith 213); and all other cases which hold that where the broker brings the parties together and the price is agreed upon, and the bargain for the purchase and sale is made, he has earned his commission, are predicated upon the fact that the seller was sui juris, and had the right to sell. There was no evidence of the president acting as the business agent of the company in such a way that the actual authority of the company for his actions could be inferred.
Richard P. White, for defendant in error.—The president, under article VII. of the by-laws, is constituted the general manager of the corporation business, and he is expressly charged with the direction of all matters connected with its interests and objects. The language of that article was certainly calculated to satisfy the public that the president had ample authority to act for and bind the corporation. Article XII. does not modify the powers of the president as conferred upon him by article VII. of the by-laws; first, because any authority given to the committee must be held to be co-ordinate with those of the president; and secondly, because there are no words of repeal or modification, and the two articles must, therefore, stand together.
Even if the authority to employ the plaintiff were questionable, the company having made use of his services to secure the wished for reduction, it does not lie in its mouth now to question it. If the president had authority to employ the one agent, he had authority to employ the other. And if the company allowed the one agent to use the other's services, and accepted the benefit derived from them, justice requires it to pay for what it has got. If corporators receive the avails and value of the acts of parties who trust and confide in their unauthorized agents, they adopt the act, and are responsible to those who, on the faith of such acquiescence, trusted their agents: Allegheny City v. McClurkan, 2 Harris 84; Bank v. Reed, 1 W. & S. 107; Bank of Kentucky v. Schuylkill Bank, 1 Parsons 267. The broker secured a purchaser, and was entitled to his commission. There was ample evidence to support the verdict: Clendenon v. Pancoast, 25 Smith 13
The Twelfth Street Market Company has power to take in fee-simple or upon ground-rent real estate necessary for a public market house. Its government and control, and the management of its property, and the corporate powers, are vested in a board of nine managers who shall have general and entire control of the affairs and interests of the company. Article VII. of the by-laws provides that the "president shall have the general charge and direction of the business of the company, as well as all matters...
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