Kennedy v. Supreme Lodge Knights of Pythias

Mr. Justice Brown delivered the opinion of the cou'rt. The judgment in this case must be reversed and the cause remanded. The decision of this appeal and of the original cause turns entirely upon the exclusion from evidence of the instrument sued on when offered in the first instance, its exclusion a second time when offered after the Constitution and Laws of the Endowment Bank Knights of Pythias had been proven, and the rejection of the evidence then offered as a further basis of its admission, that the alleged contract evidenced by it had been ratified by the acceptance for four months by the defendant company of the work provided for in it, and by the payment by said defendant of $166.66 a month for that work, with the knowledge of the Board of Control that plaintiff was drawing this sum on a contract made with him running for two years. The instruction complained of was, of course, the necessary complement of the refusal of this company. We think the rulings of the trial court were erroneous. The exclusion of the letter of January 30, 1899, was not erroneous when it was first offered. Had it purported to be the letter of the president of the defendant corporation, in accordance with the instructions of that corporation, it would have been admissible, as will be hereinafter pointed out, without additional proof of the authority of the President, but the “Board of Control of the Endowment Bank” is not the defendant corporation, The Supreme Lodge Knights of Pythias, and it was proper to require that the agency of the one for the other should be established before the instrument was read.. This connection and agency were however established by the Constitution and Laws of the Endowment Bank, produced by the defendant corporation and shown on their face to be the enactments of that corporation. When that was done, the instrument or letter became immediately admissible, without the further evidence from the minute book of the Board of Control. Defendant in error claims that the phrase in the instrument, “In accordance with the instructions of the Board of 'Control of the Endowment Bank, and the authority given me as President thereof,” shows that the instrument did not include the whole contract—that it referred to matter outside of itself for the authority of the president, and that consequently, until the instructions and authority referred to were shown, the letter was inadmissible, and that if when shown they fell short, as between the Board and its president, of conferring authority to make the exact contract offered for plaintiff’s acceptance, plaintiff cannot claim its benefit. We do not agree with this contention. The instrument was complete in itself because it contained all the terms of the employment and left nothing to learn from reference to any other document or record. Its acceptance by plaintiff by his going to work under it, completed and rendered effective the contract between him and the defendant. Memory v. Niepert, 131 Ill., 623. That the contract thus- made on the part of the defendant in error by the officer which it had appointed to transact precisely this kind of business was “in accordance with instructions” of the proper governing body, and “the authority” given him as president, etc., is nothing more than the law would imply. The insertion of this language in the letter could not weaken its • force or effect. We think that even if Hr. Hinsey had transcended the actual instructions given to him hy the Board of Control in hiring the plaintiff in error for a term of two years, the rights of plaintiff in ■error would not have been affected thereby. The contract (or offer which became a contract in writing between the parties hy acts in acceptance, Memory v. Niepert, supra), was one plainly within the general duties of the president of the Board of Control to make. Smith v. Smith, 62 Ill., 493. Cases cited by defendant fail in point, because the instrument, as we hold, was complete in itself, and the fact that “instructions” were referred to in it generally, called for no investigation hy the plaintiff of any specific votes or resolutions of the Board. What might have been the effect in this regard had a particular resolution or action been specified, it is not necessary for us to decide. But even if the contention of defendant in error that the plaintiff’s rights depended on the specific authority given Hinsey hy the resolutions of the Board of Control on October 30, 1898, and January 27, 1899, were allowed, we do not think this instrument was inadmissible when offered in connection therewith. Taken together, the resolution authorizing the president during “the ensuing biennial term” “to exercise general supervision over the affairs of the Endowment Bank * * * to engage organizers, solicitors and special agents for field work, * * * and to contract with same in allotment of salaries * * * and generally to daily direct the business affairs of the Bank,” and the resolutions concerning the employment of plaintiff in error, seem to us to fully authorize the two years engagement. We think that it was only as to the amount of salary in which the Board sought to limit the authority of Mr. Hinsey to contract with Mr. Kennedy, not as to the term, which, within a reasonable limit, was impliedly left to his discretion. Moreover, any doubt, had there been any, as to the admissibility of this instrument, would have been removed'by the admission of the offered evidence as to ratification. Plaintiff offered to prove that the Board of Control paid him, without objection, $166.66 a month for his services, for twenty-one months, knowing that he was claiming and drawing it under a contract claimed to run for two years. This evidence seems to us plainly admissible to prove a ratification and sufficient to establish it. Lake Street Elevated R. R. Co. v. Carmichael, 184 Ill., 348; Louisville Ry. Co. v. Carson, 151 Ill., 444; Atwater v. American Exchange Bank, 152 Ill., 605—620; W. B. Conkey Company v. Goldman, Appellate Court, First District, December 4, 1905. And in addition to all this, we agree with plaintiff in error’s contention that in the absence of a verified plea defendant was in no position to object to the admission of the contract signed by Hinsey as the “President Board of Control” on the ground that it was not the act of the Board of Control. Dwight v. Newell, 15 Ill., 333; Richelieu Hotel Co. v. International Company, 140 Ill., 248; Firemen’s Insurance Company v. Barnsch, 161 Ill., 629. The judgment of the Superior Court is reversed and the cause remanded. Reversed- wad remwided.