Balfour v. Fresno Canal & Irrigation Co.

Citations

• 123 Cal. 395
• 55 P. 1062
• 1899 Cal. LEXIS 1085

Syllabus

<p>Contract—Ambiguous Terms—Evidence—Conversations with President of Corporation—Ratification of Contract.—The interpretation of a contract entered into between the plaintiff and the defendant corporation by its president, which is susceptible of two different constructions, may be aided by evidence of conversations had between plaintiff and such president, showing how the contract was understood between them. The ratification of the contract by the corporation does not preclude the admission of such evidence; but it conclusively proves the authority of the president to bind the corporation by his negotiations.</p> <p>Id.—Estoppel of Corporation—Acceptance of Contract Cum Onere.— The corporation, by accepting the contract, took it cum onere, and cannot insist upon its contract rights, and repudiate the representations of its president, which constituted the inducement to plaintiff to make the contract.</p> <p>Id.—Ratification—Knowledge of Facts by Principal—Applicability of Rule.—The rule that a principal will not be held to a ratification unless he acts with full knowledge of the facts, has no application where the principal insists upon the contract.</p> <p>Id.—Notice to Corporation—Knowledge of President—Presumption. A corporation must be presumed to have full notice of all the facts which are known to its president affecting its interests. It is his duty as the head of the corporation to report the same to the trustees, and it is usually conclusively presumed that he has done so.</p> <p>Id.—Contract to Pay for Use of Water—Interpretation—Evidence.— The most natural interpretation of a contract to pay a rental for the use of water, after it is brought upon the land of plaintiff by a ditch to be constructed by him, is that the rental is to begin when the water is brought upon the land by the ditch of the plaintiff, as provided for in the contract. But where the contract leaves it doubtful whether plaintiff was required to construct the ditch at once, evidence is a