Johnson v. Ala. Gas, Fuel & Manufacturing Co.

CLOPTON, J. The causes of error go to the authority of Biddison to bind the company by the contract sued on. In the absence of proof of its execution, the court committed no. error in excluding evidence of the contents of the power of attorney, purporting to have been made by defendant by its. president. The evidence having been excluded, plaintiff showed that the chartered business of the corporation was the manufacture and sale of “ Biddison’s Patent Burner,” and the-sale of State and county rights, and that Biddison had been appointed by the directors the general superintendent. On these facts, it is contended that he had authority to make such contract, on the general rule, that a corporation is liable on a. contract made by the superintendent, or general manager,, within the scope of the corporate business, and relating to. the ordinary concerns of such business; and that an innocent person, dealing with him, is not affected by any secret limitations upon the authority pertaining to the duties of his. department. It was shown on the part 'of the defendant, that. Biddison had ceased acting as general superintendent before the making of the contract, and that the directors reserved to. themselves all power affecting the distribution of territory by the grant or sale of State and county rights. It may well be questioned, whether, in a corporation of this character, organized as this was, the sale of such rights, reducing the territory in which the corporation itself may make sales, relates to the ordinary concerns of the business, and whether authority to-make such sales can be inferred from the mere relation of general superintendent. Be this as it may, the contract was not a contract for the sale of a State right; but by it plaintiff and E. L. Richards were constituted and appointed “ agents in and for the State of Georgia, to buy, sell and handle the Biddison Gas Burner,” with the exclusive control of the sales in that State, and with stipulations to furnish the burners at specified prices on orders. The contract was not made with Biddison, nor did the plaintiff rely upon his authority, as superintendent. It is apparent from the contract itself, that it was made with him as a special attorney, and was signed by him as such — -as acting under a special power, which plaintiff testified was shown to him by Biddison. In making a special contract with him acting in such capacity, plaintiff was bound at his peril to ascertain his authority and its extent. The evidence is insufficient to show a 510 ratification; on the contrary, it shows that the company repudiated the contract as soon as informed of its existence and character. Plaintiff having failed to establish Biddison’s authority to bind the company by the contract, the City Court committed no error in rendering judgment for defendant. Affirmed.