Humes v. Decatur Land Im. & Furnace Co.

COLEMAN, J. The appellants, wbo are plaintiffs, sued in assumpsit upon tbe common counts, to recover for services as attorneys, claimed to liave been rendered at tbe instance and request of defendant. Tbe plaintiffs’ right of action grew out of a bill filed in tbe Chancery Court, in which E. C. Gordon was complainant, v. Bean & Williams, filed to enforce specific performance of an agreement between Bean & Williams in regard to tbe sale of twenty acres of land. Williams assigned and transferred to Gordon whatever rights and interest be acquired in tbe land by bis agreement with Bean. Gordon and others formed an association for tbe purpose of organizing and being incorporated as tbe Decatur Land Improvement & Furnace Company, and in furtherance of this intention, an agreement was entered into between Gordon and certain parties as trustees, which provided for tbe sale and conveyance of tbe land to tbe Decatur Land Improvement <fc Furnace Company. After tbe incorporation was effected, tbe corporate company took possession of tbe land, laid it off into lots, and sold many of them to purchasers, tbe terms of tbe sale to tbe purchasers of tbe lots being one-third cash, and balance on credit, titles to be made upon full payment of purchase-money. The sales by tbe Land Company aggregated about one hundred thousand dollars. Tbe consideration that William^ contracted to pay Bean was one thousand dollars. It was under these circumstances that Gordon called upon Be,an, tendered him tbe one thousand dollars, and demanded tbe pei'formanee of bis agreement with Williams, by a conveyance of tbe legal title. Bean refused to carry out the agreement, and Gordon filed tbe bill to enforce specific performance. After tbe bill bad been filed, and while it was pending, plaintiffs were employed to assist in tbe prosecution of the suit. At tbe time of their employment, Gordon was president of tbe Decatur Land Improvement Company, Harris, a director, and Brick-ell, general counsel. Before final decree in the Chancery Court, Harris was elected president of tbe company, and be was president also, pending its appeal to tbe Supreme Court of tbe State. Tbe_ question of contention is, whether plaintiffs were employed* by Gordon to represent him alone indmcTuaily, or by the company, to ^protect and represent its interest as involved in the suit between Gordon and Bean. Tbe evidence is in conflict, there- being evidence tending to sustain both contentions. The credibility of witnesses, and what conclusions of fact are sustained by the evidence, are questions wholly within tbe province of tbe jury, guided by proper instructions from the court ,as to the law oí tbe case. — 470 — In ascertaining the value of professional services rendered by an attorney, it is the practice in this State to consider the amount ox value involved, in connection with the labor and skill used by the attorney, the reasonable expense incurred, and the benefits received. These may be considered together in forming a conclusion. On cross-examination, it is not proper to enquire as to the value of each, or any other proper ingredient which may have been considered, in arriving afi a conclusion of the value of the whole. The objection to the question to the witness Sheffey, was projaerly overruled. Moreover, there seems to be no contention as to the value of the services rendered. The contention is, as to who is liable, and whether there was'aTspecifia'c'oñtra'ct for a“cléfiñite amount. There was no error in sustaining the objection to the question to the witness Harris, “was the Land Company paying you and Judge Brickell a salary?” We do not see how the contract or terms of employment of Brickell and Harris, could throw any light upon plaintiffs’ contract or terms of employment. They had no contention with each other so far as disclosed by the record. Against the objection of the plaintiffs, the court admitted in evidence section 4 of the By-Laws of the defendant. If it be true, as contended for in brief by appellee, that this By-Lay was admitted merely “to show how Brickell & Harris’ compensation was fixed,” then it was irrelevant, and the objection to it should have been sustained upon the same, grounds that the objection to the question to the witness Harris was sustained. We think, however, that the effect of the introduction of the By-Law was calculated to impress the jury with the conviction, that it was incumbent on plaintiffs to show they were employed and their compensation fixed as therein provided. By-Laws of this character may be binding upon members of the association, but can not bind strangers dealing with it unless they have knowledge of the existence of such By-Laws.' — 1 Morawetz, § 500-510 • § 538. There is no pretense that plaintiffs had any such notice. There was no error in refusing charge No. 3 requested by plaintiffs. Pretermitting other defects, the charge clearly invades the province of the jury. The proposition asserted is, that if at the time of plaintiffs’ employment by Gordon, in the case of Gordon v. Bean, he then being president of the company, nothing was said by either party as to the capacity in which Gordon was acting, that plaintiffs had “the right to presume from all the circumstances in the case, that Gordon was acting for and on behalf of the company.” There are circumstances in the case, which if believed by the jury, — 471 — tend to sbow an employment by tbe company. We can not say tliere is no evidence in tbe case, other than tbe conversation with Gordon, which tends to rebut or contradict these circumstances. If the court should declare, as a conclusion, that plaintiffs had the right to presume under the circumstances, that Gordon acted for and on behalf of the company, it would determine the credibility and weight of evidence. The exceptions to the charges given for the defendant, and the assignments of error are very numerous, and we will first declare general principles of law which appear applicable to the case. “No person has the right to compel another involuntarily to become his debtor exceptln certain excepted cases. If one perform useful services and work for another, of a character that is usually charged for, with the knowledge of that other, and he expresses- no dissent, or if he avail himself of the services, then the law implies a promise to pay for such services what they are Reasonably worth. And assent is sometimes implied from silence.”—Seals v. Edmondson, 73 Ala. 298. This rule of law applies to corporations as well as natural persons.—2 Parsons on Contracts, 7th Ed., pp. 55, 57 and 58; Story on Agency, § 53. In Grimball v. Cruse, 70 Ala. 544, the rule is thus declared: “Few decisions are rendered affecting property rights, that do not in some respects benefit others, who are not parties to the suit or the retainer. To travel beyond the parties making the contract, in search of an implied promise to pay for such an incidental benefit, would introduce a new and dangerous principle in implied contracts the extent of which it is difficult to conjecture.” “However valuable the services, of an attorney may have been to a party in a suit, in whiclp' he represented others having a similar baterest, he can not i recover a fee from a party who has not employed him.” ) Quoting 5 La. Ann. 481. It is also stated that where there'N are two defendants and one of them employs an attorney to ^ represent both himself and the other defendant, of which the latter is apprised, he can not recover of the latter.—Ib. 70 Ala. supra, 545. Of course the principle last declared has no application, if the one defendant who secured the services of the attorney, had been duly authorized by the other defendant to employ counsel for liim, and under such authority acting for himself and the other defendant, the contract of employment has been entered into, for the benefit of both.—Wood v. Brewer, 66 Ala. 570; A. G. S. R. R. Co. v. Hill, 76 Ala. 303. Contracts may be expressed or implied, or partly expressed and in part implied. One who employs another to perform — 472 — certain services for lxis benefit, without an agreement as to terms, impliedly agrees to pay reasonable compensation for the services. If the person contracting for the services of another is known to be an agent duly authorized to contract for his principal, and the services to be performed are wholly for the benefit of his principal, and this is fully explained to the person employed, and there is nothing said about the price to be paid, or who was to be liable, and the principal knew that the services were being rendered and assented thereto, the law implies an obligation on the part of the principal the consideration moving to him to pay what is right. To hold an agent personally liable, in cases in which he discloses his principal, and that the services to be rendered are for .the sole benefit of his principal, and the contract is within the scope of his authority, it must be shown that credit was given exclusively to the agent, and that the agent was informed of that fact. -Amer. Ld. Cases Col. 1 pp. 628, 638; Story on Con. § 145, 146, § 160a; § 279; 1 Wait’s Actions, pp. 237, 256. According to one phase of the testimony, the question is raised, as to what are the presumptions of law, in cases where an agent duly authorized to make a contract for the principal, is himself also with the principal personally interested, and his interest and that of his principal is fully disclosed to the person, at the time of the contract of employment, and nothing is said as to the amount to be paid or as to who is to be liable for the services. It would seem to follow from the foregoing principles of law, and it is right in principle, that both would be liable, and either or both could be sued in separate actions, and a recovery had upon quantum meruit.—Story on Agency, §§ 279, 288, 289. Of course these legal presumptions may be rebutted by other facts and circumstances in the case, if there are any, which may show that it was intended by the parties that credit should be given the one or the other or to both parting. /'n'here is some evidence tending to show that at the time plaintiffs were retained they were informed of the extent and character of the services to be rendered, but in the subsequent prosecution of the case, it became necessary for plaintiffs to render other and valuable services, in addition to those of which plaintiffs were informed at the time of their employment. If the additional services were rendered at the instance and request of the defendant, acting through its lawfully authorized agents, we knot of no principle of — 473 — law which would relieve the defendant from liability for such services either upon an expressed or implied contract. The proposition is asserted in some of the charges, that if plaintiffs were employed by Gordon to represent him individually, any contract made with defendants in regard to the suit of Gordon v. Bean, which imposed no additional duty on plaintiffs, was without consideration and null and void. In the case of Johnson, Admr. v. Sellers, 33 Ala. 265, it is said, "a promise by defendant to plaintiff, made to j11L duce blie 1att~i to comply with a~n existing contract between him and other persons is without consideration." We are not disposed to depart form the rule as here stated, but we are not willing to exrend it so that if the party making the second contract is directly interested in the result, and is to be benefited, he can not employ the same party for the protection of his own interest, If two persons are jointly indicted, and put upon trial, or, if only One is upon trial; and either employs counsel to defend him, the fact that an acquittal of the one er~iploying counsel, must result in anquit-tal of the other, will not render a contract of employment by the latter null and void. He would not be 1iab~e, in_theab-sence of a contract, although in~Ijre~t1y benefited by the contract of the other. Under the evidence in this cash the individual interos~ of Gordon in the case of Gordon v. Bean, was loss than a thousand dollars, while that of the defendant was many thousands. Such a difference would exert a very material influence in the compensation to be paid, and which all the evidence shows in tins case was reasonable at $5,000.00. The responsibility is proportionately increased, and also the extent of liability for neglect of'duty. We are of opinion that although Gordon may have ~mployed plaintiffs to represent him individually, that fact would not render invalid a contract of employment by the defendant, to represent its interest acting through its lawful agent. The first six charges given at the request of the defendant, do not con±lwt with these principles. Their particular phraseology may in some instances, have justified an explanatory charge, but we can not see that either of them assert incorrect principles of law. Charges 7, 8, 9, and 10, do not accord. °wi~h tlielaw, and should have been refused. These charges ignore that part of the testimony, which tends to show that phaiutiffs were called upon to render a great deal more aiid material services than at first stated to them, and there is evidence tendiiig to show some of these services were rendered at the instance of Gordon, and some of them at the iustaiice of Harris, after he was elected president of — 474 — tlie defendant company. Furthermore, we will not extend tlie rule declared in Johnson v. Sellers, 33 Ala. supra, as far as asserted in some of these charges. The same objections apply to charges 12, 13 and 14, and 16. It would not follow from all the evidence as the only legal conclusion, that if Gordon agreed that plaintiffs should be paid reasonable compensation for services to be rendered in the case of Gordon v. Bean, that defendant would not be liable. In construing these charges, it must be remembered that Gordon was nres-ident of the defendanh-co-mpariy. that not only his individual interest in the result of the suit was explained to plaintiffs, but also that of the defendant, and the services rendered were for the protection of both, and accepted by both parties. Under these circumstances it’requires more proof than the mere fact of employment by Gordon, to make him solely liable. We find no errors in charges 11, 15 and 17. As we understand charge 18, it simply asserts the proposition that statements or admissions by an agent’as to past transactions are not competent evidence against his principal. The wording of the charge may have a tendency to mislead, and justified an explanatory charge, but the giving of such a charge as thus understood, is not reversible error. Charge 19 is in conflict with the law as we have declared it. Although Gordon may have agreed to pay $250.00 individually that would not necessarily entitle defendant to a verdict. Non constat but defendants were also bound by the contract of employment or on an implied contract, under some phases of the evidence. Charge 20, might have been refused as argumentative, but it is erroneous in law. Conceding merely for the argument, that the defendant had no enforceable rights under the contract with Gordon, if the question was of that doubtful and grave character as that defendant deemed it necessary to employ counsel, to protect it and guard against supposed disastrous consequences, as was certainly the opinion of its learned general counsel, and its president, the fact that as a matter of law, its interest was not in jeopardy, ought not to exert any influence, in determining whether there was a contract of employment for its protection. It is unnecessary to construe the contract referred to in this charge, and we express no opinion upon it. Reversed and remanded.