Wilson v. Investment Co.

Mr. Justice Benson delivered the opinion of the court. The assignments of error are numerous, but we deem it unnecessary to discuss all of them. Defendants contend that there is no evidence which could justify a judgment against E. Quackenbush, and in this they are supported by the record. It is undisputed that the work was ordered by Faber, and it is sought to hold the [235] other defendants npon the theory that he was acting as their agent. It is stipulated that the Investment Company is the holder of the legal title to the property, and that Quackenbush is president of the corporation. Plaintiff insists that the company ratified Faber’s acts, and having agreed upon the amount due, promised to pay the same. The only evidence to support this contention is that the bill was presented to Quackenbush, and that on several occasions when his attention was called to the matter he said that the bill was just and that he would pay it. The most favorable evidence for plaintiff tending to bind the corporation to a stated account and ratification is that of W. B. Daggett, who testified as follows: “Q. You say he said the bill would be paid. Did he say who would pay the bill? “A. He said he would. ■ “Q. He, Quackenbush? “A. That is, the company. He always talked for the company. “Q. You mean the Investment Company? “A. Yes, sir. “Q. Which is the other defendant in this case. Did he object to any part of the bill? “A. He never objected to anything. “Q. What was the amount of the bill that was presented? “A. Three hundred and twenty-five dollars.” 1. There is no contention that Quackenbush was the owner of the property or that the debt was in any manner his personal obligation. The court, however, instructed the jury as follows: “There is one question in this case, one ultimate question: Did Mr. Quackenbush promise Mr. Wilson that he would pay the bill? If he did, he is liable; if he didn’t, he is not liable; and I don’t care whether it is reasonable or what it was for, or anything about it, [236] providing you find that it was based on some transaction between Mr. Wilson and Mr. Quackenbush. That is all. If it was my bill, or your bill, Mr. Quackenbush’s agreement can’t support any action on a stated account.” Since there was no evidence and no contention that it was the bill of Quackenbush, or that he acted in any capacity other than that as president of the corporation, this instruction is clearly erroneous. 2. We come, then, to the question of liability of the Investment Company. Plaintiff appears to have based the obligation of the corporation upon the alleged language and promises of Quackenbush as president, but the record is absolutely silent as to his authority to bind the company. The mere fact that a man is president of a corporation does not give him any power to bind the corporation in any way. His powers are clearly defined in Sections 6691 and 6693, L. O. L., of which the former provides that he shall preside at meetings of the directors and perform such other special duties as the directors may authorize, and the lat1 ter section empowers him to act as inspector of elections. Speaking upon this point, in Luse v. Isthmus Transit Co., 6 Or. 125 (25 Am. Rep. 506), Mr. Justice Shattuck says: “Referring to the general incorporation law of this state (Section 9), we find that the president of a corporation is authorized to preside at the meetings of the directors, and ‘to perform such other special duties as the directors may authorize. ’ By Section 11 he is authorized to act as inspector of corporation elections, and to certify who are elected directors. No other authority seems to be conferred by the general law on the president of the corporation. All other authority, except to preside at the meeting, be inspector of elections, and certify who are elected directors, must be [237] derived from some by-law of the corporation, or some special order, or must be implied by some acquiescence or ratification on tbe part of tbe corporation, whose powers under our law are exercised by the directors.” This ruling has been emphasized in Crawford v. Albany Ice Co., 36 Or. 535 (60 Pac. 14; Harding v. Oregon-Idaho Co., 57 Or. 34 (110 Pac. 412), and Peek v. Skelley Lumber Co., 59 Or. 374 (117 Pac. 413); and such authority must be disclosed by the evidence. We have searched the record in this case in vain to find evidence, either of any by-law of the corporation, any special order of the directors, or anything in the way of usage or custom of the company, authorizing the president to bind the same by contracts. 3. We come, then, to consider the sufficiency of the verdict. It will be observed that it finds against the “defendant,” and the court cannot, under all the circumstances of the case, determine whether the jury intended to find against more than one, or, if so, which ones were to be held liable. It has been held in many cases that the court may disregard clerical errors in a verdict where the intention of the jury is obvious, but this case does not fall within the rule. Prom "these conclusions it follows that the motions for nonsuit should have been allowed. The judgment is reversed and the cause remanded, with directions to the trial court to enter a judgment of nonsuit as to the answering defendants. . Reversed. Rehearing Denied. • Hr. Chief Justice Moore, Mr. Justice Burnett and Mr. Justice McBride concur.