Central Railroad & Banking Co. v. Papot

Warner, Chief Justice. This was a bill filed by the complainants against the Southwestern Eailroad Company, with a prayer, on the allegations contained therein, that it be decreed to issue to the complainants scrip for stock in its company to the amount of $5,-300.00, and to pay to them the dividends thereon from the first of February, 1872, in pursuance of the annexed contract, which was approved by the board of directors of the Central Eailroad and Banking Company of Georgia, the lessee of said Southwestern Eailroad Company, and which was made a party defendant to the complainants’ bill: EXHIBIT “A.” Macon, Ga., November 28, 1871. To the President and, Directors of the Southwestern Baib'oo,d Company : Gentlemen — We hereby agree to finish up the Vicksburg and Brunswick railroad, from Eufaula to Clayton, Alabama, as follows: To cover over all the truss bridges, finish up the grading with ditches, etc., complete the track in good order to Clayton, and build a substantial brick warehouse at Clayton, thirty-five by seventy feet, on plan used on Central railroad, with necessary depot grounds attached; put up one water tank, with fixtures complete, at place designated by Mr. Powers; and when the road is in that condition, and approved by Virgil Powers, superintendent, we will then transfer and deliver to the Southwestern Railroad Company the preferred eight per cent, stock of the Vicksburg and Brunswick Railroad Company to the extent of four thousand four hundred shares of the par value of one hundred dollars each, receiving for the same stock of the Southwestern Railroad Company of the par' value of one hundred dollars per share, at the rate of one hundred and fifty shares per mile of road finished to Clayton. Respectfully, your obedient servants, Shorter, Papot & Co. [348] Whereupon it was resolved, that the company hereby accept the above proposition of Messrs Shorter, Papot & Co., and that the president and superintendent of this company carry out the details subject to the approval of the board of directors of the Central Railroad and Banking Company of Georgia. -X- -x -x- * -» x- -x- * * -x- * x- True extract from the minutes of this company of this date. John T. Bospeinttet, Secretary and Treasurer. On the trial of the case, the jury, under the charge of the court," found a verdict in favor of the complainants for the sum' of five thousand one hundred and forty-five dollars and thirty-five cents. The defendants made a motion for a new trial on the several grounds therein set forth, which was overruled, and the defendants excepted. 1. The main question in controversy between the parties at the trial, was whether the complainants should account for the dividends due on the stock which was issued to them by defendants before the contract was completed, the defendants having insisted in their answers that the amount of such dividends should be allowed by way of set-off to the complainants’ demand under said contract. As a general rule, in the absence of any agreement to the contrary, the dividends due on the stock of the company would follow the ownership of the stock. 2. The defendants insist that the complainants, by their letter of the 6th of January, 1872, to the president of the Southwestern Bailroad Company, proposed that the stock should be issued by the company to them before the completion of the work under the contract, and that the several letters of Messrs. Hartridge & Ketchum (who were the financial agents of the complainants in procuring and negotiating said stock) to ITolt, the president of the company, as well as the replies thereto as set forth in the bill of exceptions, if the same had not been ruled out by the court, when taken in connection with the letter of the 6th of January, which was also ruled out, would have shown to the satisfaction of the jury that the complainants were to account to the defend [349] ants for the dividends on the stock, in consideration that the same had been issued to them before the work was completed. There can be no dispute that the complainants did obtain the stock before they were entitled to it under the contract — in other words, they received better stock than they were entitled to under their contract, and the question naturally presents itself, upon what terms did they so receive it? Asa general rule, the principal is bound by the acts of his agent, when acting within the scope of his authority in relation to the particular business entrusted to him, and the agent’s authority will be construed to include all necessary and usual means for effectually executing it. A ratification of the acts of the agent by the principal may be express, or implied from the acts or silence of the principal, and such ratification will have the same effect as if originally authorized. In view of these general principles, the several letters ruled out by the court as contained in the bill of exceptions, including the letter of the 6th January, 1872, should have been admitted in evidence as tending to prove the defendants’ theory of the case. All that we at present decide is, that the letters were competent evidence to have been submitted to the jury for their consideration. 3. There was no error in' ruling out the proposed evidence of Holt, under the provisions of the statute, as set forth in the record, as to what he did as the friend of Gov. Shorter, and at his request, in relation to the alteration of the contract, which is now the subject matter of controversy between the parties, Shorter being dead. 4. There was no error in ruling out the proposed testimony of A. R. Lawton, Esq., as set forth in the record, who, as agent of the defendants, had a confidential interview with Gov. Shorter, one of complainants’ company, in relation to making the contract now sued on, and what representations he (Shorter) made to the witness as defendants’ agent in relation thereto, Shorter being dead. See Georgia Masonic Company vs. Gibson et al., 52 Ga., Rep., 640, and other cases. The court erred in its charge to the jury, that the [350] letter of the 6th of January, 1872, could not be considered by tbem as evidence, because it was an offer of compromise, there being nothing in the letter going to show any such intention or purpose on the part of the complainants. In our judgment, the court below erred in overruling the motion for a new trial on the statement of facts disclosed in the record. Let the judgment of the court below be reversed.