Hooker v. . Eagle Bank of Rochester

Mullin, J. Proof was given, on the trial, tending to prove an express contract by the defendant to employ Kauffman' & Bissel as architects to make plans, &c., for the new building, and to pay them therefor the sum of $1,000. The jury, by finding for the plaintiff $500 only, must have found, there was no express promise to pay K. & B. $1,000, but they have found an agreement to employ them; that they, K. & B., have performed services for the defendant, and that such services are reasonably worth $500. It is *86 not necessary, in order to charge a corporation for services rendered, that the directors, at a formal meeting, should either have formally authorized or ratified the employment. For many purposes the officers and agents of the corporation may employ persons to perform services for it, and such employment, being within the scope of the agent or officers’ duty, binds the corporation. In other cases, if an officer employs a person to perform a service for the corporation, and it is performed with the knowledge of the directors and they receive the benefit of such service without objection, the corporation is liable upon an implied assumpsit. (Danforth v. Schoharie Turnpike Co. 12 J. R 227; Dunn v. Rector of St. Andrews, 14 id. 118; Long Island Railroad Co. v. Marquand, 6 Legal Obs. 160; Fister v. LaRue, 15 Barb. 323; 7 Cowen, 540; 9 Paige, 496; 17 N. Y. 449; 22 Wend. 348; 20 Wend. 91; 4 Cow. 645; Angel & Ames on Corp. §§ 7, 8.) There was sufficient evidence to authorize the verdict. Sundry objections were made to the evidence of the witness Potter, taken on commission. It appeared that he had entered into a contract with the defendant to build the foundation of the new building, and perform other Avork connected fhereAvith; and, in his ansAvers to some of the interrogatories, he spoke of the contract, and it Avas objected that the contract should have beeil produced. The interrogatories did not call for the terms of such contract, nor do they even mention a contract. The witness, in stating his connection Avith the building, spoke of his. contract, but did .not give, nor propose to give, the terms of it. There wras no ground whatever for the objection, and it Avas properly overruled. The same witness was asked whether he had seen plans and specifications made by IC. & B. He replied that he had. The defendant’s counsel objected that the papers should be produced, and this objection was overruled. The Avitness Bissel testified that the plans, &c., were left *87 with some of the officers of the bank, and the architect employed after K. & B. were discharged used some of them. The judge might well presume the papers in the defendant’s custody; and if so, the bringing of the suit was sufficient notice to produce them. These objections were properly overruled. The defendant moved for a non-suit on several grounds, all of which are disposed of by the legal propositions above advanced, except one, and that is, that the assignment from K. & B. to the plaintiff, being without writing, was void. A chose in action might at law be assigned without writing, so as to enable the assignee to enforce the debt or demand assigned in the name of the assignor, if there was a valuable consideration and a delivery of the thing assigned. (Ford v. Stuart, 19 J. R. 342; Briggs v. Dorr, 19 J. R. 95; Prescott v. Hall, 17 J. R. 284.) Such an assignment, in equity, enabled the assignee to sue in his own name. A book debt is a chose in action and assignable; (Dix v. Cobb, 4 Mass. 508;) and may, like any other chose in action, be assigned by parol. (Jones v. Witter, 13 Mass. 304; Briggs v. Dorr, id. 95, and cases cited; 2 Cases in Chancery, 7, 37; Dunn v. Sell, 15 Mass. 485.) Under the code, an assignment valid as an equitable assignment is equally valid at law. (Code, § 111.) The charge was right, and the judgment must therefore be affirmed, with costs. All the judges concurring, judgment affirmed.