Ala. Great Southern Railroad v. Hill

STONE, C. J. — The ancient rule, which bound down corporations to very strict observance of forms in the execution of powers conferred upon them, has been greatly relaxed. This has grown, in part, out of the vast increase of their numbers, and their adaptation to the growing wants of commerce. In the case of Ala. & Tenn. Rivers R. R. Co. v. Kidd, 29 Ala. 221, this court said : “ The doctrine is now well settled, at least in the United States, that the appointment of an agent by a corporation need not be evidenced by the written vote of its functionaries; but that it may be inferred from the adoption of the acts of the agent by such functionaries, or by the corporation.” And in Angelí and Ames on Corp. § 81, it is said : “ The vote of appointment may, as an appointment of an agent by a natural person, be implied from the permission or acceptance of his services, from the recognition or confirmation of his acts,.or, in general, from his being held out as an authorized agent of the corporation. ... If a person be employed for a corporation, by one who professes to act for it, and renders service under the agreement with the knowledge of the corporate officers, without notice from them of the employer’s want of authority, payment for the services can not be evaded by the corporation.” The rule is different, however, if the contract has not been executed by either party. The same author, and in the same section, says: “ The same presumptions are applicable to corporations, as to natural persons.” Hill, the plaintiff, was depot-agent of the defendant railroad copipany at Attala. Ball was superintendent of the 2'ailroad, having his office at Chattanooga, its north-eastern terminus. Wadsworth was assistant superintendent, having his office at Birmingham, which is near the center of the line. Attala is between Chattanooga and Birmingham. TIill received notice from Ball, superintendent, notifying him to report to Wads-worth. He did so,when Wadsworth informed him he wished to transfer him to the office at Eutaw, a station lower down the road, and to place him in charge of the depot there. Accompanying him to the latter station, he placed him in charge, where he remained, performing the duties of station agent, for more than four years. The testimony tends to show, and the jury must have so'found, that while proceeding to Eutaw, and after reaching that place, Wadsworth, in answer to a question by Hill as to what his salary or wages would be, informed him it would be seventy-five dollars per month. It is not shown that Ball, the superintendent, ever fixed the salary, or said anything on the subject. The corporation paid Hill monthly at [307] the rate of fifty dollars per month, which he received, and gave therefor customary receipts in full, on the pay-rolls. There is testimony that he sometimes protested, and he frequently claimed that an additional sum of twenty-five dollars was due him for each month ; but the corporation never conceded it to him. We may as well say here, as elsewhere, that the present record raises no legal question on the effect of these receipts and acquittances, nor on the effect of Hill’s continuance in the office, after he knew the corporation denied his right to the extra twenty-five dollars, monthly compensation. It was a mooted question of fact, whether Wadsworth promised Hill seventy-five dollars per month for the service he was to render at Eutaw. Killings of the court bearing on this question, and on the connected question, whether, if he made such promise, the corporation was bound thereby, are the only legal questions this record presents. It is not controverted, that Wadsworth alone made the arrangement and agreement with Hill, by which the latter surrendered the service at Attala, and took upon himself the duties of depot-agent at Eutaw. Neither is it, nor could it, under the testimony, be controverted, that in this service, Wadsworth was acting under the authority and command of Ball, the superintendent. There is no testimony tending to show, nor is it pretended, that the railroad corporation had authority over Hill, to transfer him from one station to another, without his consent. We must, then, presume that he left one station, and took charge of another, in virtue of a contract made. That contract may have been express in all its terms, or it may have been left to implication in part. If Hill took upon himself the duties of the new service, at the request of the corporation, and performed the service, that constituted a contract, on which lie could recover a quantum, meruit, even though nothing was said about compensation. And it is not denied that Wadsworth, under Ball’s instructions, made this contract, and had authority to do so. Thus far, the corporation, receiving the benefit of Hill’s services without objection, must be held to have ratified Wadsworth’s act in employing him. The precise question sought to be raised is, not that Wads-worth had no authority to -employ Hill, but that he had no authority to agree on the amount of his wages. We can not agree to this. Authority to do an act, includes the power to do every thing necessary and usual to its accomplishment. Power to employ an agent or servant, if there be no restrictive words, includes the authority to make a complete express contract, definite as to the amount of wages, as upon all other terms. Skinner v. Gunn, 9 Por. 305; Gaines v. McKinley, 1 Ala. [308] 446; Cocke v. Campbell, 13 Ala. 286; Story on Agency, §§ 58’ 85, 97, 102. Under the foregoing principles, there is no error in this record. What Wadsworth said and promised while negotiating with Hill, and np to the completion of the appointment, was clearly legal, as furnishing evidence of the terms of the contract declared on. And the charge of the court, given and excepted to, lays down the law precisely as we have declared it above. The tenth charge asked, in view' of the principles of law declared above, was inapplicable and misleading, and was rightly refused on that account.— Callan v. McDaniel, 72 Ala. 96. Affirmed.