Methodist Episcopal Church of Sun Prairie v. Sherman

Ryan, C. J. The question on which this court was divided in Lathrop v. Knapp, 27 Wis., 214, was elaborately discussed in the briefs, on both sides of this case. But we cannot consider the question in this case. For a careful examination of the record satisfies us that a contract in form, valid or invalid, was not proved. The respondent is a corporation aggregate, having a board of trustees to manage its affairs. We need not stop to consider how far the power to contract is in the aggregate body or in the select body. It must be wholly in the one or the other, [408] or partly in both. There may be a doubt whether it can contract by parol, except through an agent authorized by vote. A. & M. Turnpike Co. v. Hay, 7 Mass., 107. But, pretermitting thát question, it could certainly contract only through the aggregate body, by vote, or through the select body, by vote, or through an agent authorized by vote of one body or the other, or both. Angelí & Ames, §§ 231, 232. It does not appear in the record that Dr. Hatfield was appointed agent to receive subscriptions, by vote of either body. On the contrary, it does appear by the evidence of one of the trustees, that his only show of authority was a request at an informal meeting of the trustees, pastor and class leaders. This gave him no authority for the corporation. He solicited subscriptions, during a religious service, for a religious purpose. Manifestly there was present no formal meeting of the corporation aggregate, or of the select body. The appellant then made the offer, when there was present no body or agent authorized to accept it for the corporation. It remained a mere offer, which the appellant might retract, until accepted by the corporation. Addison on Con., 36. Some three days after it had been made, one of the trustees called on the appellant to perform his proposal, as it seems to have been understood. But it does not appear that the trustee was so authorized by the corporation, or that the corporation had accepted the appellant’s proposal, so that it had ripened into a contract. The trustee’s agency seems to have been, like Dr. Hatfield’s, informal. There does not appear to have been any intermediate meeting either of the aggregate or the select body. The record discloses one meeting of the trustees, some two days before the religious meeting in the church, and no other. And the presumption seems to be, that there had been no other corporate meeting, when the trustee called on the appellant. Granting that the appellant’s offer, if accepted by the corporation, would bear the construction put upon it in the complaint [409] in this canse, it is very certain that the appellant undertook to revoke it, by his language to the trustee who claimed performance of it. He repudiated any promise to do other than to pay Mr. Delamater the last hundred dollars necessary to pay him in full for the church building. And, until it appears that the corporation had before that accepted the proposal, the appellant’s revocation must be held to have been in time. We entertain this view of the case with regret, but regret more that the case is here. The voluntary action of parties with a view to the worship of Almighty Grocl should be settled amongst them in a spirit becoming the object. But when such cases come here, we must apply the rules of law to them, as to mere secular matters. By the Court. — The judgment of the court below is reversed; and, as it is not at all clear that all the facts appear in the record, the cause is remanded for a new trial.