Grape Sugar & Vinegar Manufacturing Co. v. Small

Robinson, J., delivered the opinion of the Court. This suit was brought to recover a balance alleged to he due on account of work done and materials furnished to the appellant. ³⁹⁹ The appellee, plaintiff below, proved that he was employed by Dr. Sim, acting as President of the appellant, to build and repair a certain number of tubs, to be used by the appellant, in the manufacture of “grape sugar” and “vinegar”-—-that the work was begun on the 23rd of May, 1870, and continued until October 10th, following, and amounted to $1821.66, upon which was paid, at various times prior to August, 1870, the sum of $270.00 and subsequent to that time, the further sum of $139.60, paid by William A. Fisher, Esq., trustee, to whom the appellant had assigned all of its property, including the tubs and fixtures built by the appellee. The appellee also offered in evidence, the certificate of incorporation, executed May 16th, 1870, and recorded August 13th, following. Upon this evidence, the appellant asked the Court to instruct the jury: 1st.

That there was no evidence legally sufficient to prove the authority of Dr. Sim, to bind the appellant by the contract under which the work was done and the materials furnished. 2nd. That the plaintiff is not entitled to recover for the work done and materials furnished, prior to the day on which the certificate of incorporation was filed for record. 3rd. That the amount paid by the trustee of the appellant should be credited to the account of work done subsequent to the recording of the certificate. To the refusal of the Court to grant these instructions, the appellant excepted.

To entitle the plaintiff to recover, it was incumbent on him to offer evidence legally sufficient to prove that the apx^ellant authorized Doctor Sim to make the contract under which the work was done, or that it subsequently ratified the same. It was not necessary, however, to prove this by a direct vote or resolution of the company. It being conceded that corporations of this kind, acting within the ⁴⁰⁰ scope of their corporate powers, may make contracts through their officers or agents, there is no reason in principle or justice, why the same presumptions