Williams v. Christian Female College

NaptoN, Judge, delivered tbe opinion of the court. The only question presented by the record is whether, under the circumstances, the circuit court was warranted in refusing to give the second instruction which the plaintiff asked. The case was tried by the court without a jury. The object of the refused instruction seems to be to procure from the court a declaration of law, that a statement by a member of the board of trustees, made during the session of the board, being allowed to pass uncontradicted, is to be considered as binding the board. This is going further, we think, than the authorities will warrant. There is no doubt that in order to establish an agency from a corporation, or an authority in a known and recognized agent to do certain acts on behalf of a corporation, it is not indispensable to show a written authority, or vote, or resolution of the corporation. In the present case, however, there was an attempt to prove an authority on the part of the committee to submit the matter in dispute between plaintiff and defendant to arbitration by the mere declaration of one of the committee. This is not like the case of recognized and regular officers, such as cashier of a bank, or secretary of a board, where the corporation has been in the habit of adopting or ratifying every thing done by them in a certain routine of duties. Here is a temporary committee of the board submitting a disputed claim to arbitration, which they say the board referred to them with authority to settle. If the authority to settle implied power to refer to arbitration, still it would seem that in order to make the award binding on the board, the committee must first approve of it and report it to the board as their settlement.. The declaration of Stone, referred to in this case, did not show any final report of the committee, but that the committee failed to take further action by reason of some other difficulty which sprung up. But it is clear that the declaration of S,tone, or any other individual corporator, made in the presence of the board [254] without contradiction, was not of itself conclusive as a ratification of the board. The mere silence or inaction of the board, under such circumstances, ought not to be regarded as conclusive. The subsequent reference to the same committee, with a change of some of its members, shows that such was not the understanding of the board. If, then, the object of the instruction was to declare that admissions of one or more trustees were conclusive, the instruction asked was properly refused. But if the object of the instruction was simply to declare that the facts enumerated in it were competent evidence in the case, the refusal to give such an instruction could not be error, as the court, by admitting the evidence, had already declared it competent. The only reasonable interpretation to be placed upon the refusal on the part of the court when discharging the functions of both court and jury, to give such an instruction, would seem to. be that the facts referred to in the instruction, although considered competent evidence, were not regarded by the court as satisfactory to the court sitting as a jury upon the question of ratification. Regarded in either point of view, there was no error in refusing the instruction. Judgment affirmed; the other judges concur.