Central Railroad & Banking Co. v. Cheatham

OLOPTON, J. In June, 1886, the appellee arrested three individuals for the offense of having maliciously obstructed the railroad of the Montgomery & Eufaula Railway Company. One of them was discharged by the magistrate on the preliminary investigation; the other two were — 296 — committed, subsequently indicted, and convicted. Thereupon, appellee brought the suit to recover a reward claimed to have been offered by the appellants. The offer was by means o£ -a printed circular, of which the following is a substantial copy: i “Central Bailroad & Banking Company of Georgia; South Western Bailroad Division; Montgomery & Eufaula Bail-way Company of Alabama. “ $300 Beward. For the arrest, with proof to convict, any person or persons for the malicious obstructing of the tracks of these companies. “Tiieo. D. Kline, Sup’t. The offer, though general, being for the arrest of any persons committing the specified offense, may be regarded a promise conditional on doing' the proposed acts, and by performance becomes a binding contract, not having been previously revoked. To entitle the plaintiff to recover, it was incumbent on him to prove, not merely the arrest, but also that he furnished proof to convict. The nature and sufficiency of the proof so furnished need not be circumstantially shown; it is sufficient, if shown that he 'furnished the proof on which the conviction was had. The material and important questions, on which the liability of the defendants depends, are raised by the objections to the admission in evidence of the circular. The objection involves the power of railroad corporations, and the authority of the superintendent, in the absence of express authority by the managing body, to offer such generál rewards, the nature and extent of the offer, and the collateral rulings of the court on the admissibility of the evidence to show that the offer was made by the superintendent, and that it was adopted and ratified by the corporations. Without controverting the power of such corporations to offer rewards in special cases, it is contended that they have no implied power to offer a general standing reward. The argument is, that the State having enacted laws to protect their property, and being presumed capable of enforcing them, such implied power is unnecessary. The general principle will be conceded, that a corporation can do no acts, and make no contracts, except such as are authorized by its charter, or by the general law. All the powers, however, need not be conferred in express terms. There are implied powers incident to every private corporation — power to do such acts as are necessary or proper, directly or indirectly, — 297 — to carry the express powers into effect, and to enable it to answer the purposes of its creation. Among the powers incidental to all private corporations, is the authority to institute the established and appropriate legal proceedings for the enforcement of their rights and the protection of their property. It is of the highest importance and necessity, that the tracks of railroad companies, employing the powerful agency of steam in the transportation of freight and passengers by day and by night, shall be kept free from obstructions, and that every reasonable precaution to secure safety should be-used by the officers or agents to whom this duty is intrusted. For the purpose of affording protection, the statute declares, that any person who wantonly or maliciously places any obstruction or impediment on a railroad shall be guilty of a felony. The enforcement of the criminal law is essential to the peace, good order, and security of the community. The institution of prosecutions against those who commit the offense of obstructing the railroad, is a legitimate and proper means of protecting the property of such corporations. The power to institute such prosecutions is a necessary implication from the nature of their business, and the necessities of their condition. The prosecution of persons accused of crime, by citizens whose rights have been specially offended, is encouraged in aid of the State authorities, to bring them to justice; and the offer of rewards for the apprehension of perpetrators of felonies when unknown, and of fugitives from justice when known, is the policy of the State. — Code, 1886, § 4746. There can be no question of the authority of the corporations to offer rewards and employ agents to detect and arrest violators of the criminal law enacted for their protection. On the ground of such authority is founded their responsibility for the willful and malicious acts of such agents, when done in executing the agency. ¡Railroad companies ordinarily operate long lines, which render it impracticable to guard every section. Usually, obstructions are placed on the road beds under cover of secrecy, and the perpetrators are unknown. Prompt action is necessary to their detection. Delay after the commission of the offense renders the detection more difficult, and frequently defeats it altogether. A general reward tends to promote immediate and prompt vigilance and effort, is more efficient to prevent the commission of such offenses, and is not inconsistent with any law or public policy, nor foreign to the objects of the corporation. A general — 298 — standing reward may be offered by natural persons, and equally by corporations. — Ricord v. Cent. & Pac. R. R. Co., 15 Nev. 167; Am. Ex. Co. v. Patterson, 73 Ind. 430. But, tbougb tbe corporation may have such implied power, it is insisted that tbe superintendent bas no authority to offer a general reward, unless expressly granted by tbe board of directors. A corporation necessarily acts by representation, and tbe appointment of an agent includes power to do anything necessary and usual to execute tbe authority with effect. Tbe scope and character of tbe business, which be is empowered to transact, is tbe measure of tbe authority of a general agent. Tbe real authority of a superintendent is not restricted to sucb powers as may be conferred in terms by tbe board of directors, or by tbe by-laws, or by the usages of tbe corporation, but also includes sucb powers as are incident to bis general duties and express authority. To him is intrusted, as tbe representative of tbe corporation, tbe general management and supervision of tbe running and operation of tbe road, and it is bis general duty to take care that it is kept in safe condition. In tbe discharge of this duty, be may adopt any legitimate mode, and employ any means which are usually deemed effectual and proper to protect tbe road against obstructions. As we bave shown that railroad corporations bave tbe implied power to offer a general reward for tbe detection, apprehension and bringing to justice of persons obstructing tbe road, sucb authority is incident to tbe business and duties of tbe superintendent, and to tbe purposes of bis department; consequently within tbe scope of Ms agency. — To., Wa. & Wes. Railway Co. v. Rodrigues, 47 Ill. 188. Tbe objection to tbe introduction in evidence of tbe circular is founded on tbe further ground, that tbe offer of tbe reward is, on its face, tbe personal obligation of tbe superintendent, and on the absence of evidencé showing that it was intended to bind tbe defendants. Tbe general rule undoubtedly is, that when a contract is made by an agent, in order to bind tbe principal, it should be made in bis name, and purport to be bis contract. An exception to tbe general rule is, that when an agent bas incidental authority to make contracts in relation to bis usual and general employment, both be and tbe principal may be personally responsible, tbougb tbe contract may be made in tbe name of tbe agent, and that tbe true character of tbe transaction may be shown by — 299 — parol evidence. — McTyer v. Steele, 26 Ala. 487. It is true, no attempt was made to show by extrinsic evidence that the offer was intended to be the personal engagement of the defendants, and the mere affix of the abbreviation of superintendent to his signature does not, prima facie, impose a personal liability on them. But the form and manner of the signature are not conclusive. The offer itself furnishes its own interpretation. It purports by the heading to be made in the names of both defendants, and is in relation to and connected with their property and business. In such case, the signature of Kline as superintendent must be regarded as the signatures of the corporations by him. In form and terms, the offer is the joint and several contract of the defendants. — Collins v. Hammock, 59 Ala. 448. For the purpose of showing that the offer was made by Kline as superintendent, the plaintiff was allowed to prove, against the objection of the defendants, that he wrote a letter to Kline, witliput stating its contents, which was sent by mail addressed to him at Macon, Georgia, his place of residence and business. A few days thereafter, he received by mail the printed circular’, inclosed in an envelope, postmarked Macon, Georgia, on which were printed the words “Official business; Office of Superintendent,” and the names and description of defendants as they appear in the circular; and also that, after the arrests, in an interview with Kline, the plaintiff stated that he wished one Malloy, who was in the employ of one of the defendants, as a witness at the trial of the accused persons, who Kline promised should be present, and that he was present at two terms of the court. That Kline was superintendent of the south-western division of the Central Bailfoad & Banking Company, and of the Montgomery & Eufaula Bailway Company, which was part and parcel of the former, were admitted facts. His name as affixed to the circular, was printed, which rendered the positive proof of his signature impracticable, and resort to circumstantial evidence compulsory. The printed circular having been sent by mail, in response to a letter directed to the superintendent, and in an official envelope addressed in the handwriting of his secretary, the presumption is, in the absence of rebutting evidence, that it was an official transaction. The facts and circumstances above stated were relevant and proper to be considered by the jury, in determning the question whether the offer was made by the defendants, through Kline as their superintendent. — 300 — "When, an act is done without authority, under an assumed agency, it is the duty of the principal, if he would avoid personal responsibility therefor, to disavow and repudiate it in a reasonable time- after information of the transaction. — Mo. & Mont. Railway Co. v. Jay, 65 Ala. 113. It would be unjust to permit plaintiff to expend his time, labor and skill, in detecting, arresting and procuring proof to convict, on the faith of the offer of reward, and then allow defendants, if cognizant of the offer, to disavow the obligation, after receiving the benefits, under the pretense of want of authority. On the question of ratification, the facts that the circulars were posted at various public places on the line of the railroad, by direction of an employee of the defendants, who was under the control of the superintendent, and remained posted for about three months, and until after the rendition of the service, were proper to go to the jury, as tending to show that the officers or agents of defendants were cognizant of the offer. — Kelsey v. Nat. Bank, 69 Penn. St. 426. It is further insisted, that the offer of the reward was prospective, and did not apply to the arrest, with proof to convict, persons who had committed the offense previously to its date. While the offer may be largely preventive in its nature and purpose, prevention may be rendered as effectual by industrious efforts to bring to justice those who have already committed, as by causing the arrest and punishment of those who may thereafter commit the offense. The words, “for the malicious obstructing of the tracks of these companies,” were used to designate the special offense, and were not intended to confine the reward to the commission of future, to the exclusion of past offenses. Its terms are broad enough to embrace both; but, if it should be limited to either, the reasonable construction would be in favor of its application to offenses committed, and not solely anticipative of. future commissions. We discover nothing in the terms of the offer which authorizes the construction contended for by appellants. The rulings and charges of the court are in accord with the foregoing principles. Affirmed.