Shaver v. Bear River & Auburn Water & Mining Co.

Citations

• 10 Cal. 396

Syllabus

<p>Bf., the president and managing agent of a corporation for ditch and mining purposes, and who was vested, by a resolution of the company, with discretionary powers as to “ all matters pertaining to the prosecution of the projects of the company,** and who had been in the habit of making such contracts as he deemed necessary for the good of the corporation, purchased of plaintiff and one S., in the name and for the use of the corporation, a house, to be used as an office for the corporation, and a boarding-house for the laborers employed by the corporation, for $3000, $500 of which IT. paid down, and to secure the balance he gave a mortgage, in the name of the corporation, on the premises. IT. then, as agent, took possession of the premises, and, subsequently, several meetings of the trustees of the corporation were held in the house. Six weeks after the purchase, at a meeting of the trustees, a resolution was offered and rejected, declaring the contract legal and valid. Subsequently, the premises were destroyed by fire. The present plaintiff, who had obtained S/s interest in the debt, brought suit against the corporation to recover the amount, and for a foreclosure of the mortgage: Held, that IT. had authority to make the contract to bind the corporation; and if such authority were doubtful, the acts of the corporation amounted to a ratification of the contract.</p> <p>And where IT., after the rejection of the resolution, made arrangements with the tenant in possession, who was a married woman, to pay the purchase-money and take a conveyance of the premises, and in pursuance of this agreement she paid $500, which was credited on the mortgage, and plaintiff was informed of this arrangement, and approved of it: Held, that this agreement was void, because the tenant, being a married woman, had no capacity to contract, and any agreement on the part of plaintiff to accept her as purchaser, and release the corporation, was void, for want of consideration.</p> <p>Parol