Northern Central Railway Co. v. Bastian

Barton, J., delivered the opinion of this court: At the trial of this action in the court below, the defendant, the present appellant, offered, four prayers, of which the second and third were granted., and the first and fourth refused. The defendant excepted, and by this appeal, has brought before us for review, the ruling of the court upon the first and fourth prayers. The suit was brought to recover a sum of money alleged co be due from the appellant to the appellee, for services rendered by the latter in his capacity of iron broker, in the sale of a quantity of old railroad iron belonging to the appellant. The contract upon which the plaintiff relies, is alleged to [500] have been made- with- him by Mr. Magraw, the acting president of the railroad'company. The verdict and judgment were in favor of the plaintiff; and the appellant asks a reversal, on the ground that there was no evidence competent to go to the jury, to show that the acting .president was authorized by the defendant to employ the plaintiff, or to agree to pay him for his services. This question is presented by the first prayer; and, in deciding it, we must assume that the acting president of the company did- employ the plaintiff, and agree to- pay him the compensation claimed, those facts having been-found by the jury, and no-question being raised by the prayer, except as to the legal sufficiency of the evidence to go to the jury tor the purpose of showing the authority of the acting president to bind the company in the transaction. To determine this question,, it is necessary to advert to the evidence, which was substantially as follows: In April 1856, the railmad company caused an advertisement to be 'published in the newspapers, offering for sale about 800 tons of old T rails, which was signed by Robert S. Hollins, the Secretary of the company. Mr. Robbins, of Baltimore, who was acting, for the- plaintiff,, an iron broker, residing"in Philadelphia, called- on Mr. Hollins in relation to the iron,'inquired the price-, &c v and informed him for whom he, Robbins, was- acting, and was referred' by Mr. Hollins to Mr. Magraw, the acting president pf the company, who, according to Mr.. Robbin’s testimony,, upon being, informed that the plaintiff was acting as a broker, and was purchasing the Iron for a party in Philadelphia, and that the plaintiff would charge him (Magraw) one per cent, commission on the sale of, the iron-,, assented to the charge. It was further testified by Mr. Robbins, that the plaintiff visited Baltimore, went with witness to the office of'the-appellant; had, an interview wilb, Mr. Magraw, disclosed to him the name of' the party wishing’to. buy the iron, and informed him that he, the plaintiff, would charge him. one per cent, commission. Afterwards the plaintiff paid a second visit to Baltimore, when, through his agency, a sale was effected, and, on the 21st of June 1856, the contract of sale of 1000 tons of iron was made and con©huded b.etvyeen the appellant and the Montour Iron Cont; [501] pany. When the contract of sale was reduced to writing, and signed by the secretary of tire appellant, it was delivered to the witness, Robbins, who sent it to the plaintiff, in Philadelphia, to procure the signature of the Montour Iron Company, and the same was,, in. a few days, returned by mail to witness, who delivered it to Mr. Hollins, the secretary of the appellant. (Decided May 16th, 1860.) Looking at the facts and circumstances disclosed in the proof, as we have briefly stated them,, we think they furnish evidence from which the jury might find that Mr. Magraw, the acting president, was authorized to make the contract sued on. A corporation can act only by its agent, and, in order to bind the corporation, the agency must appear. This need not be shown by any resolution of the board, or other written evidence; it may be implied from facts and circumstances. 5 Md. Rep,, 152. In this case there is no question but that the offer of the iron for sale was the act of the railroad company. According to the argument of the appellant, Mr. Hollins, the secretary,, was the agent to effect the sale. But the evidence shows that when he was called on in reference to the matter, Mr. Hollins referred the party to Mr. Magraw, the acting president, as the person empowered to act for the company, The only agency which Mr. Hollins appears to have h,ad in the business afterwards, was to sign the written contract of sale. If Mr. Magraw was empowered to effect the sale of the iron, and, in our opinion, there was evidence tending to prove that fact, then, it was competent for him to engage the services of the plaintiff to, aid in finding a purchaser and bringing about the sale. Such an act, in the absence of proof to the contrary, was within, the scope of his agency, as a reasonable and proper means of accomplishing ihe business entrusted to his charge. We think, therefore, the first prayer of the appellant was properly refused. We concur, also, in the ruling of the court below on the appellant’s fourth prayer. There was no evidence to establish any fraud on the part of the plaintiff, in the transaction. Judgment affirmed.