Walker v. Wilmington, C. & A.R. Co.
| Decision Date | 07 February 1887 |
| Parties | WALKER v. WILMINGTON, C. & A. R. Co. |
| Court | South Carolina Supreme Court |
Appeal from circuit court, Darlington county.
Action on contract. Judgment for plaintiff, Walker. Defendant appeals.
Rion & Barron, E. Keith, Dargan & Son, and J. P. McNeill, for defendant.
Boyd & Nettles and Geo. W. Brown, for plaintiff.
The plaintiff brings this action for damages by reason of the breach of an alleged contract. The defense is a denial of the contract. The plaintiff offered testimony tending to show that in February, 1874, he entered into a verbal contract with one R. M. Walker, as road-master on a portion of the line of the Wilmington, Columbia & Augusta Railroad, whereby he was to deliver, on the line of said road, cross-ties trestle-timber, and wood, to be inspected once a month, and if received, to be paid for at such prices as the company was paying at the time to others for such articles, which contract was to continue until plaintiff was notified to stop delivering the articles mentioned; that, under this contract plaintiff continued to furnish wood, cross-ties, and trestle-timber until some time in the early part of the year 1883, without any notice from the company to stop; and that the defendant company refused to inspect and receive a large quantity of the said materials which had been delivered under said contract, whereby the plaintiff had sustained damage to a large amount. It appeared in evidence that some time in the year 1879 the railroad was sold, and early in 1880 a new corporation was formed by the purchasers, which assumed the same name as the old corporation, under the same corporate franchises and privileges, became the owners of the same property, and continued to operate the same railroad. There was also testimony tending to show that, after the formation of the new company, the said R. M. Walker continued as road-master for about a year, and in his new capacity continued the arrangement previously made with the plaintiff. At the close of plaintiff's testimony a motion was made for a nonsuit, substantially upon the grounds (1) that, under the charter of the company, the board of directors was charged with the general management of the affairs of the company, and, there being no evidence that the board had ever delegated any of their powers to said Walker, he had no power to make any contract binding on the company; (2) that the alleged contract, having been made prior to the sale of the road and the organization of the new corporation, could not be binding upon it. The motion was refused, because, there being some evidence that the plaintiff had furnished materials under the contract both before and after the reorganization of the company, which were received and used by the company, questions of fact proper for the decision of a jury were raised.
The defendant offered testimony tending to show that James Anderson, by whose authority, as general superintendent of the old company, it was claimed the contract sued upon had been made, never had any connection with or authority over the affairs of the new company, and also offered in evidence the certificate under which the new corporation was formed, together with testimony to the effect that, under the regulations of the new company, all contracts, to be binding on the company, must be in writing, signed by the president, and that no subordinate officer had any authority to make any contract for the company. At the close of all the testimony the defendant moved to strike out all of the testimony adduced by the plaintiff as to any contract with the old company, and all testimony as to any contract with Anderson, or by his authority, upon two grounds: (1) Because the new company is not bound by any contract made with the old corporation; (2) that no authority has been shown in Anderson, the general superintendent, or Walker, the road-master, to make any such contract. The motion was refused; the court saying that the jury would be instructed that the questions for their decision were: (1) Were the articles furnished by plaintiff under the original contract with the road-master of the old corporation? (2) Did the road-master of the new company recognize that contract, and direct a continuance of it? The defendant then renewed the motion for nonsuit upon the ground that the contract sued upon, not being in writing, is null and void under the statute of frauds, which was refused.
The circuit judge then charged the jury substantially as follows: That the questions for them to determine were whether the plaintiff furnished the material mentioned under the contract with R. M.
Walker, which was to continue until he was ordered to stop; and did Walker, after he became road-master of the new company, continue that contract? Did Freeland, the person who succeeded Walker as road-master of the new company, recognize that contract, and direct the furnishing of the material? If the jury found that the plaintiff continued to furnish the material under the contract with R. M. Walker as road-master, and not under the general rule of the company only to pay for such material as was inspected and received, then he was entitled to recover for all the good material he delivered. As to the rules and regulations of the company in respect to the manner of making contracts, the jury were instructed that such rules were made for the government of the officers and agents of the company, and that third persons could not be affected by them unless brought to their especial attention; that if it was the custom of the officers and agents of the company to make contracts for material, and the company received and paid for it, then that was a ratification of such contracts, and the company would be bound by such contracts, even though not made in accordance with its rules and regulations. As to the damages, the jury were instructed that The jury having found for the plaintiff, and judgment having been entered on the verdict, defendant appeals upon the several grounds set out in the record.
As to the first and second grounds of appeal which assail the competency of the testimony of R. M. Walker as to the making of the original contract with the plaintiff, and as to his conversations and transactions with Anderson, the superintendent of the old company, it is quite clear that this testimony was adduced, not as evidence of any contract with the new company, for which it would not, by itself, have been competent, but simply to show the origin of the contract which was afterwards made with the new company, for which purpose it was competent. The new company, having succeeded to all the rights and privileges of the old company, might or might not have continued a pre-existing contract made with the plaintiff for the supply of materials necessary to its operations; and the allegation on the part of the...
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