Reed v. Seymour

Berry, J. This is an action for rent of prison shops and grounds, and for the price of convict labor, upon a written contract, entered into by and between the plaintiff, as warden of the state prison, for and in behalf of the state of Minnesota, as party of the first part, and the defendants as parties of the second part. The contract was made under chapter 10, Laws 1866, by which the inspectors and warden of the state prison are authorized “to lease the prison shops and such vacant ground as the inspectors deem proper, also to let to service all able-bodied convicts confined within the prison, to the lessee of the prison shops and fixtures. ” The contract in this case leased to defendants “all workshops and unoccupied grounds situate within or without the walls surrounding said state prison, ” and contained the following clause, viz : “ The party of the first part, for himself and his successors in office, on behalf of the state of Minnesota, does covenant and agree to and with the parties of the second part, and their successors in interest herein, that said state of Minnesota shall at all times during the continuance of this contract furnish and provide, within and upon the premises herein described, all reasonable and necessary ground and shop-room for the profitable and convenient employment of the convicts turned over to and employed by the parties of [280] the second part, or their successors in interest under this contract.” The defendants insist that the intention of this clause of the contract is to absolutely bind the state to furnish and provide all ground and shop-room which may be, in fact, reasonable and necessary for the purpose mentioned, without reference to whether, at the time when the contract was made, the state possessed such ground and shop-room, or whether it might become possessed of the same at any time during the continuance of the contract. In this, their construction of the clause, we think the defendants are right. But we are also of opinion that it was not competent for the warden and inspectors to bind the state to that extent. Their authority in this regard is, by statute, “to lease the prison shops and such vacant ground as the inspectors deem proper.” This is an authority to lease only such shops and grounds as the state may possess, including, as we think, by fair construction, such as the state may possess at the time of the execution of the lease or during its continuance. In so far as the clause of the contract in question attempts to go further, it is therefore ultra vires and does not bind the state for any purpose. The defendants claim that if the clause is in any respect ultra vires it is so far illegal, and that its illegality taints the entire contract, which is therefore void. It is true that the clause is not authorized by law, and therefore it may in a certain popular but loose sense be said to be illegal. But the illegality which avoids a contract tainted with it is something which is contra bonos mores, or involves some breach of legal duty. This clause does neither. It is simply a ease of excess of authority by an agent in making an executory contract, and, in addition, of an excess of authority which the law conclusively presumes to have been known to both contracting parties, because the real authority of the agent is defined by a public statute, of which every person is bound to take [281] notice. From the latter fact it follows that there can be no foothold for an estoppel in the case. Upon these grounds the clause in question, in so far as it goes beyond the law, is a simple nullity, and the failure of the state to comply with it, any further than the warden’s authority to bind the state extended, furnishes the defendants no ground of defence or counter claim in this action. It is claimed by the defendants that the contract, as respects the clause in question, has been recognized and ratified by the legislature, and thereby made good and binding upon the ■state. It would seem to be competent for the legislature to do ihis. But to have the effect to recognize and ratify, the legislative intent to do so must distinctly and unmistakably appear. We have not been directed to any legislative action, nor have we found any, from which such intent is thus made to appear, .as respects the clause in question. Order reversed.