Athearn v. Independent District of Millersburg

33 Iowa 105

• Court: Supreme Court of Iowa
• Decided: December 18, 1871
• Status: Published

Opinion

Beck, J.

1. School district ¡ corporation : evidence : I. The exclusion of the evidence offered by defendant, and the instruction given the jury, are made the foundation of the assignment of errors. There are really but three questions presented in the ht\ * -i ,• case. 1. Does the misnomer oi clelenaant m the contract defeat it? 2. Would the facts offered to be shown by the excluded evidence, i. e., that the contract was not executed by the officers of defendant as a board, but individually, and that there was no action by the directors recorded in the books of defendant, authorizing or ratifying the instrument, avoid it? 3. Were the acts of defendant, in permitting plaintiff to enter upon the performance of the contract, and in paying him for the services he rendered under it, a sufficient ratification, whereby ' defendant will be bound by the instrument ?

It will be readily seen, that if the contract under the law is binding upon or was ratified by defendant, though exe_ cuted by the officers individually and separately, and not as a board, the evidence offered was properly excluded. It will also be admitted that the fact of the non-existence of a record of the transaction, in defendant’s books, is no defense to the action. The books were in charge of defendant’s officers, and plaintiff ought not to be prejudiced by their omission to make proper entries of the contract. Evidence of these matters, offered by defendant, was, therefore, correctly excluded.

2. -misnomer op corporation. II. The misnomer of defendant in the contract does not operate to avoid it. A variance from the true style of a corporation will not have the effect to defeat its contract, if it appears .that the corporation was intended to be described in and bound by the instrument. This is a well-settled rule. Birks & Dauphin T. Co. v. Myers, 6 S. & R. 12; Melford & Chillicothe T. Co. v. Brush, 10 Ohio, 111; Midway Cotton Manufactory v. Adams, 10 Mass. 360; Hoboken Building Association v. Martin, 2 Beasley, 427; Angell & Ames on Corporations, § 234, and authorities there cited.

3. -AUTHORITY OP SUBDIRECTORS TO CONTRACT. III. Teachers are employed by the sub-directors of the district township who are authorized to enter into contracts ^01' purpose, which are approved by the President and reported to the board of directors, Acts 9th Gen. Ass., ch. 172, § 48. This section explicitly provides that the district shall be bound by such contracts. The sub-directors constitute the board of directors of the district township. Id., § 18.

The Independent District has a board of directors, a president and secretary (sec. 86), and is “governed by the laws enacted for the regulation of district townships so far as the same may be applicable.” Section 89. It very clearly appears that the laws governing the powers and duties of sub-directors are applicable to the. directors of Independent Districts, and that acts which would be lawful, if done by the first-named officers, must be sustained when done by the second. They are clothed with like powers and perform like duties. The contract in question, if executed by the directors while not acting in.the capacity of a board, is binding upon defendant.

5. -ratification By Corporation : Estoppel. IV. But if ,we concede that the contract was executed without authority upon the part of defendant’s officers, it has nevertheless, been ratified by defendant, and, thereby, became a binding instrument, Corporations may ratify contracts made without their authority, and thus become bound thereby, like natural persons; the same rule of law being applicable to each. This is a doctrine so familiar, that the citation of any of the numerous authorities supporting it is unnecessary.

Performance of a contract, permission to the party with whom the corporation contracts to perform, the acceptance of the performance or of the. fruits of the performance by the corporation, acquiescence in the contract, payment to the other party and the like, all operate as acts of ratification. Peterson v. Mayor, etc., 17 N. Y. 449; Fister v. LaRue, 15 Barb. 323; Howe v. Keeler, 27 Conn. 538; Ridgeway v. Farmers’ Bank., 12 Serg. & R. 256; Woodbridge v. Proprietors of Addison, 6 Vt. 204; Hoyt v. Thompson, 19 N. Y. 207; Walworth Co. Bank v. Farmers' Loan & Trust Co., 16 Wis. 629 ; Episcopal Society v. Episcopal Church, 1 Pick. 372; Randall v. Van Vechten, 19 Johns. 60 ; Midomak Bank v. Curtis, 24 Me. 36; Edwards v. Grand Junction R. Co., 1 Mylne & Craig, 650 ; Mayor of Baltimore v. Boulden, et. al., 23 Md. 328; Angell & Ames on Corporation, § 304, and authorities cited.

The facts of the case bring it within the foregoing rules and compel us to hold, that defendant’s acts in permitting plaintiff to perform, partly, his contract, and in paying him for his services rendered under the contract, as well as the acquiescence of defendant’s board of directors in the contract, with knowledge thereof, and failure to dissent thereto, amount to a ratification whereby defendant became bound upon the contract.

In our opinion the rulings of the circuit court objected to are correct; the judgment appealed from is, therefore,

Affirmed.