Wehrung v. Portland Country Club & Live Stock Ass'n

• Decision Date: 06 February 1912
• Citation: 61 Or. 48,120 P. 747
• Parties: WEHRUNG v. PORTLAND COUNTRY CLUB & LIVE STOCK ASS'N.
• Court: Oregon Supreme Court

120 P. 747

61 Or. 48

WEHRUNG v. PORTLAND COUNTRY CLUB & LIVE STOCK ASS'N.

Supreme Court of Oregon

February 6, 1912

Appeal from Circuit Court, Multnomah County; John B. Cleland, Judge.

Action by W.H. Wehrung against the Portland Country Club & Live Stock Association, a corporation. Judgment for plaintiff defendant appeals. Affirmed.

This is an action to recover for services performed by plaintiff for defendant. The cause was tried before a jury, and a verdict rendered in favor of plaintiff. From a judgment entered thereon, defendant appeals.

The action is based upon a written contract, executed October 1908, by plaintiff and the defendant corporation, acting through its vice president, H.C. Campbell, and its secretary G.H. Westgate, to which the seal of corporation was attached. By the terms of the agreement, the plaintiff, who had been elected general manager of the defendant association, was to have complete management and control of all the arrangements for a fair, to be held in the fall of 1909, and authority to employ assistants. The money required for financing the business was to be raised, and stock sold, under the direction of an executive committee. Tickets for the fair were to be sold by a committee, and the money thus realized devoted to the payment of premiums and necessary expenses. The board of directors and the executive committee were to exercise their best efforts in conjunction with the manager and co-operate as might be necessary to make the fair a success. In consideration for the services of plaintiff defendant agreed to pay him his traveling expenses, and also the sum of $3,000 at the opening of the fair. The contract was set out in haec verba in the complaint. The fair was held from the 20th to the 25th of September, 1909. Plaintiff avers that the services were rendered by him in accordance with the terms of the agreement. The answer is a general denial of the allegations of the complaint. Upon the trial, for the purpose of showing the authority of the officers of the association to execute a contract, plaintiff called G.H. Westgate, secretary of the association, and the signatures to the agreement were identified. The minutes of the meeting of the directors of the association, held October 22, 1908, were produced, in which the following appears: "Mr. W.H. Wehrung stated that he was willing to undertake the management of the affairs of this association, provided that the present obligations were settled; that the work should be absolutely under his direction, with his hands free as to management, and that he be paid on a basis of $3,000 a year from the receipts of the meeting of 1909, and that, in the event of his being called to any part of the state on business of the association, his actual expenses shall be paid by the association. Mr. Wehrung's proposition met with the approval of the directors, and a committee, consisting of Mr. Simon, Mr. Thompson, and Mr. Reed, was appointed, with power to act, and instructed to make a contract with Mr. Wehrung on the basis indicated."

Defendant's counsel objected to the introduction of the record of the resolution, for the reason that it tended to prove a state of facts at material variance with the allegations of the complaint. The contract was also offered in evidence and objected to by counsel for defendant, for the reason that no authority for the execution thereof had been given by the board of directors of the corporation. The trial court overruled both of these objections, to which rulings exceptions were duly saved. Defendant now assigns the same as errors. At the conclusion of the plaintiff's testimony, defendant's counsel moved for a nonsuit, based upon the same grounds as the objections to the evidence, and at the close of the trial requested the court to instruct the jury to return a verdict for defendant for the same reasons.

G.W. Joseph (Joseph & Haney, on the brief), for appellant.

Sam White (Manning & White, on the brief), for respondent.

BEAN, J. (after stating the facts as above).

It appears from the evidence that after the contract sued upon was signed the plaintiff entered upon his duties as general manager of the association, acting in conjunction with the other officers of defendant, until the close of the fair. The validity of the contract does not appear to have been questioned by any of the officers until that time. The gist of the objections of defendant to the contract introduced in evidence is that the corporation did not authorize the execution of the contract by its officers. In an action upon a contract, executed by one assuming to act in behalf of the corporation, where plaintiff has rendered services in accordance with the agreement, and with the knowledge of the officers of the corporation, without notice that the contract is not recognized by it as valid, such corporation will be held to have ratified the contract, and will be liable for the services rendered according to the agreement. Odd Fellows Association v. Hegele, 24 Or. 16, 32 P. 679; Re Assignment of Pendleton Hardware Company, 24 Or. 330, 33 P. 544; Branson v. Oregonian Railway Co., 10 Or. 278; McMahan v. Canadian Railway Company, 40 Or. 148, 66 P. 708.

The ratification by the corporation need not be by formal vote or resolution of the board of directors. Finnegan v. Pacific Vinegar Company, 26 Or. 152, 154, 37 P. 457. In this case, Mr. Chief Justice Bean quotes from the case of Campbell v. Pope, 96 Mo. 468, 10 S.W. 187, as follows: "If this were not so, it would lead to very great injustice; for it is notorious that the transaction of the ordinary...