Strawbridge v. Clamond Telephone Co.

Opinion by Mk. Justice Fell, The only thing in dispute at the trial was the authority of the president of the corporation defendant to enter into the contract upon which the action was founded. It was conceded that services had been rendered and that the defendant might be held liable on a quantum meruit, but its liability on the contract was denied on the ground that the president had not been authorized by the board of directors to make it. The defendant offered no testimony, but relied wholly upon the incompetency and insufficiency of that offered by the plaintiff. Before the trial a regular and timely notice was given the defendant to produce its minute-book. This notice was disregarded without an adequate reason being shown, and the president of the company was called by the plaintiff to show that his [120] fiction had been ratified and approved by the directors, and that a minute of their action had been made. This evidence was competent, and clearly sufficient to make out a prima facie case. The notice to produce the minute-book was given in conformity with the long established practice, and it opened the way for the. introduction of secondary evidence: Worman v. Boyer, 14 S. & R. 212; Milliken v. Barr, 7 Pa. 23; Carland v. Cunningham, 37 Pa. 228. The president testified that his action in the matter had been approved by the directors in the regular course of business and that he believed that a resolution of approval had Been offered and adopted. It further appeared as proof of ratification that the defendant had regularly made payments under the contract from its date until the failure of the company. The judgment is affirmed.