Wait v. Nashua Armory Ass'n

• Decision Date: 31 July 1891
• Citation: 66 N.H. 581,23 A. 77
• Parties: WAIT et al. v. NASHUA ARMORY ASS'N.
• Court: New Hampshire Supreme Court

23 A. 77

66 N.H. 581

WAIT et al.

v. NASHUA ARMORY ASS'N.

Supreme Court of New Hampshire. Hillsborough.

July 31, 1891.

Exceptions from Hillsborough county; before Justice Clark.

Assumpsit to recover for services of the plaintiffs as architects in preparing plans and specifications for a proposed armory. At the trial before a jury it appeared that the defendant corporation was organized for the purpose of building and maintaining an armory in Nashua for the use of a portion of the state militia. The plaintiffs introduced evidence that they were employed by Copp, the president of the corporation, assuming to act in its behalf. The defendants offered in evidence the bylaws of the corporation for the purpose of showing that under the by-laws the president had no power to make contracts in behalf of the corporation without the sanction of the directors, and the same were admitted against the objection of the plaintiffs. It did not appear that the plaintiffs had any knowledge of the bylaws of the corporation. To the admission of the aforesaid evidence against their objection the plaintiffs excepted. Judgment for defendant. Plaintiffs except. Exceptions overruled.

G. W. Hoitt and Z. S. Arnold, for plaintiffs. Geo. B. French, for defendant.

BLODGETT, J. The plaintiffs have no ground of complaint, for, even if the bylaws were improperly admitted for the purpose of showing that the president had no power to make contracts in its behalf without the sanction of the directors, it does not show sufficient cause for setting aside the verdict. The evidence for the plaintiffs simply tended to show that they were employed by the president to prepare plans and specifications for the proposed armory, and that he assumed to act for the corporation, but there was no evidence that the corporation in any way authorized him to procure such plans and specifications, nor was there any evidence of such authority on his part from any source unless it could be implied from his office. But no such authority is incident to the office. The directors, and not the president, have the powers of the corporation, and exercise an original, rather than a delegated, authority; and the president has no implied authority, as such, to act as the agent of the corporation, but, like other agents, he must derive his power from the board of directors, or from the corporation. Gen. Laws, e. 148, § 3; Morrill v. Railroatl Co., 58 N. H. 68; Boot & Shoe Co. v. Dunsmore, 60 N. H. 85, 86; Goodspeed...