Winship v. Smith

DiCKERSON, J. Assumpsit for labor and materials in erecting a meeting-house in the town of Phillips. It appears that the proprietors and owners of pews in the Methodist meeting-house in Phillips were duly incorporated into a parish by the name of “ the new Methodist church society of Phillipsthat the defendants were duly elected trustees of that parish, and authorized to act in behalf of the corporation upon the subject-matter in controversy. Previously to the commencement of the work a written agree [121] ment was entered into, and the question arises whether the plaintiff contracted with the defendants individually, or in their capacity as trustees and building committee of “ the new Methodist church and society of Phillips.” This question is to be determined rather by tho meaning to be collected from the whole instrument than that derived from any particular collocation of words, or form of expression. If the object and intent of the parties thus deduced were to bind the principal, such will be the construction given to the contract, however inartificially these may have been expressed. Story’s Agency, §§ 154, 261, 263. Rogers v. March, 33 Maine, 111. In construing contracts of this description, with respect to the party liable, several questions oftentimes arise ; as, for instance : From whom did tho consideration move ? For whose benefit was the contract entered into ? To whom did the plaintiff look for security when he made the contract ? Had the party sued authority to bind his principals ? Did he name his principal in the contract ? Did he intend to bind his principal or himself individually ? The legal rights of the parties depend upon the answers to these questions in a given case, presented for consideration. The written instrument is entitled, “ Agreement between Enoch Winship, contractor, and the building committee,” and is signed by the defendants, with the addition, “ Trustees of'the new Methodist church society and building committee.” It begins as follows: “ I, Enoch Winship, of Phillips, do hereby agree, covenant, and bargain with the trustees and building committee of the new Methodist church society of Phillips.” While the names of the defendants are not mentioned in the body of the agreement, their capacity “ as trustees and building committee ” is mentioned five times, and the style of the party whose “ trustees and building committee ” they are, appears three times. In the operative part of the “ agreement ” the plaintiff stipulates, not with the defendants individually, but with “ the same trustees and building committee to construct and complete a house for them.” The plaintiff himself was one of the committee. If the con [122] tract were with the individual members of the committee its execution would literally call for the name and signature of the plaintiff, both as a contractor and also as a member of such committee. This would place the plaintiff on both sides of the contract, thus making him appear as contracting with himself. It cannot be supposed that such could be the intention of the parties, or that such can be the construction of the contract. The old Methodist meeting-house and lot were a part of the consideration for building the house. In providing for the fulfilment of this provision, the agreement stipulates that “ the trustees and building committee shall pay said Winsliip all their right and title, as trustees and building committee of the new Methodist church society of Phillips,” to the same pi-emises. The balance of the consideration was to be paid by “ the trustees and building committee,”-descx’ibed as aforesaid. Upon failure to fulfil his part of the argreement, the plaintiff agrees to forfeit five hundred dollars to be recovered by said trustees for the use and benefit of the M. E. church in Phillips. It is apparent from this analysis of the agreement that the defendants intended to bind their principal, and not themselves; that the consideration moved from the defendants’ principal to the plaintiff; that the contract was for the principal’s benefit, and that the plaintiff looked to the principal for security when he entered into, the contract. The defendants, moreover, had authority to contract for “ the new Methodist church society of Phillips; ” named their principal in the contract; and,- according to well-established rules of interpretation, rendered their principals and not themselves responsible. Mann v. Chandler, 9 Mass. 335; Rogers v. March, 33 Maine, 111; R. S. of 1857, c. 73, § 15; Andrews v. Estes, 11 Maine, 268. If there were nothing in the contract to indicate the capacity in which the defendants acted but the designation of their style or office, as in the cases of Chick v. Trevitt, and Fogg v. Virgin, and like cases cited by the plaintiffs counsel, the l’esult would be otherwise. But the contract in the case at bar, as we have seen, is re123 píete with evidence tliat the defendants acted in behalf of the corporation. While, in order to bind the principal, it is necessary that it should appear that the agent acted for or in behalf of his principal, it is by no means necessary that these identical words be used. It is sufficient if such fact appear by any words apt to show it. The law in such cases makes no particular form of words the exclusive medium of conveying this idea. The question whether in a particular case a person acts as agent is to be determined from an examination of the whole instrument, and not from any prescribed form of language. Inasmuch as this action cannot be maintained, it is unnecessary for us to consider the other question presented. Plaintiff nonsuit. Cutting, Barbows, Tapley, and Peters, JJ., concurred. D AN FORTH, J., did not concur.