Harrington v. Sixth School District

[157] The opinion of the court was delivered by Poland, J. The plaintiff’s right to recover depends upon the authority of the prudential committee to employ counsel to prosecute or defend a suit for the district, or a suit against some officer of the district, in which the district may be interested. As a general rule corporations can only bind themselves by a corporate vote, or by an agent duly authorized to act for them; and though in many cases, implications are made against corporations from their acts and course of business, these are usually cases of private and business corporations, and not public or municipal corporations. School districts, though by statute made corporations and liable to be sued as such, are yet of the most limited character. They are formed for the single purpose of maintaining public schools, and their corporate power and scope extends only to such matters as are necessary to enable them properly to answer that end. The statute provides for the annual election of certain officers of the district, and defines the duties of each, and especially those of the prudential committee, but among them that of prosecuting or defending suits is not named, and we are of opinion that it was not intended they should have that power. This is made more apparent by the provisions of the statute authorizing school districts to appoint an agent or attorney to prosecute and defend suits. See Compiled Statute 472, sec. 1. The facts reported by the auditor show that the plaintiff was employed by the prudential committee, and in no other manner, and we regard this as an employment by a person having no authority to bind the district. We see no reason why this power is to be implied in favor of the prudential committee, rather than to any other of the usual officers of the district. Manifestly where the suit is against the collector, for an act done by him in his official character, there would be more reason in allowing him to employ counsel at the charge of the district. In the present case there would seem to be more propriety in requiring a vote of the district, either directly to employ counsel to defend the collector or to appoint an agent for that purpose, because it was clearly a case where the district were not legally bound to idemnify the collector, because it appeared by the result of the suit that the whole proceedings of the district were legal, [158] and they are only bound to indemnify the collector when he is made liable by reason of some irregularity in their proceedings. See Compiled Statute 471, secs. 55, 56. The fact that the officers of the district, and the voters of the district generally, knew of the pendency and progress of the suit (even if it will bear the construction that they knew of the employment and performance of services by the plaintiff in defending it,) we think has no legal tendency to show any acquiescence in or adoption of the employment of the plaintiff by the district. It is said in Angelí & Ames on Corp. sec. 239, “ That since individual members of a corporation cannot, unless authorized, bind the body by express promises, neither can any corporate engagements be implied from their unsanctioned conduct or declarations. As corporations can be expressly bound only by joint and corporate acts, so it is only from such acts, done either by the corporation as a body or by its authorized agents, that any implication can be made binding it in law.” In Hayden et al. v. Middlesex Turnpike Co., 10 Mass. 397, where the plaintiffs claimed to recover for work done on the defendants’ turnpike, it was held that the plaintiffs’ men being seen at work upon the road by different members of the company, and even by an agent authorized to contract for it, hut in writing only, the court held to be insufficient to raise an implied promise by the defendants. The court are of opinion that the plaintiff was not so employed as to authorize him to charge his services to the district, and the judgment of the county court is therefore reversed and judgment rendered for the defendant.