Allegheny County Workhouse v. Moore , 95 Pa. 408 ( 1880 )

Mr. Justice Sterrett

delivered the opinion of the court,

It must be conceded that the plaintiff below had no right to recover without proving to the satisfaction of the jury, by competent and sufficient testimony, that he was employed by the corporation defendant to sell or procure a purchaser for the barrels it would manufacture during the year 1878, and that, in pursuance of such employment, he either sold the barrels or procured a purchaser for them. His action was grounded solely on these allegations of fact, all of which were denied by the defendant; and, of course, the burden of making out his case was on him. He endeavored to establish the fact of his employment by proving what had been said by the president of the board of managers, by one of the members of the board and by the superintendent of the workhouse, each separately and on different occasions. He utterly failed to show that any corporate action was had by the board, by virtue of which he was employed or by which the power to employ him was delegated to any member of the board or to the superintendent. The testimony on this point tended rather to negative the fact of any such action on the part of the board.

By the Act of March 23d 1872, the board of managers, composed of five citizens of the county, was made a public corporation by the name of “ The Allegheny County Workhouse .and Inebriate Asylum,” with full power and authority to establish, erect and manage the institution, to make contracts, sue and be sued, and generally to do whatever is necessary in conducting its operations and providing profitable employment for its inmates. The board of managers was thus invested with important corporate powers, some of which, in their exercise, require consideration, deliberation and judgment. Where such is the case, “all should be convened, because the advice and opinions of all may be useful, though they do not unite in opinion:” In re Turnpike Road, 5 Binn. 481; Commissioners of Allegheny v. Leckey, 6 S. & R. 166. It is not to be presumed that a matter so important as the sale of an entire year’s product of the barrel factory connected with the institution amounting to over two hundred thousand barrels, would not be acted on by the managers in their corporate capacity, or be delegated, in unmistakable terms, to some one else with authority to act for them. There was no competent and sufficient evidence of such action in this case resulting in the employment of the plaintiff below. It is true, he testified, in substance, that the president of the board said they wanted him to sell their barrels for the year 1878 ; that the superintendent said he was instructed by the board to see him and request him to get the best offer he could for their barrels, and communicate the result in writing to the board; and that another member of the board, since deceased, told him on another occasion “ that they had considered the matter, and if he could get $ 1.25 per barrel, to close the matter at once.” He was contradicted by each of the surviving parties to the two first-mentioned conversations; but assuming that these individual declarations and statements were made as testified to by him, what do they amount to without proof of authority to make them ? Such authority was denied, and there was no evidence that either of the parties referred to was empowered by the board to employ the plaintiffior make any sueh statements. Unless they are authorized, the individual members of a corporation cannot bind it by an express promise, nor can corporate engagements be implied from their unauthorized and unsanctioned acts or declarations. The acts or declarations of a director in a corporation will not bind or in any manner affect it unless they are shown to be within the scope of his ordinary powers or of some special agency: Angell and Ames on Corp., sect. 239; Soper v. The Buffalo & Rochester Railroad Co., 19 Barb. 310. As we had occasion to say in a recent case, corporate rights are not to be frittered away by loose and unauthorized declarations made by persons who at the time had no authority to bind the corporation; and this principle applies as well to individual directors and employees of a corporation as to strangers. Nor is there any hardship in this, because, as is said in Cooper v. Lampeter Township, 8 Watts 128, “every person is supposed to know the restrictions on the power'of the officers of a corporation of a public nature and the extent of their authority.”

It follows, from what has been said, that the learned judge of the Common Pleas should have affirmed the first and second points of the defendant below, which form the subjects of the second and third assignments, arid should have refused the second point of the plaintiff, which is covered by the seventh assignment. The first assignment of error is not sustained. The deceased manager, whose declarations were proved, was not a party to the alleged contract within the meaning of the Act of 1869. His relation to the corporation was rather in the nature of an agency, and if it had been shown that he was authorized by, the board of which he was a member to employ the plaintiff, his declarations, while acting within the scope of his authority, would have been competent evidence ; but as we have already said, there was nothing in the testimony from which the jury could fairly and reasonably find that either of the parties with whom the plaintiff testified he had conversations, was authorized by the board to employ him. It is true, a committee of three was appointed by the board on November 20th 1877, but there was no testimony as to any action having been taken by that committee in relation to employment of the plaintiff. The remaining assignments are- not sustained; but for reasons already given, the judgment should be reversed on the second, third and seventh specifications of error.

Judgment reversed.