Lyndeborough Glass Co. v. Massachusetts Glass Co.

Massachusetts Supreme Judicial Court

Lyndeborough Glass Co. v. Massachusetts Glass Co.

111 Mass. 315

Massachusetts Supreme Judicial Court·Decided January 15, 1873·Published·Cited by 24 cases

Opinion

Morton, J.

In this case, trial by jury was waived in the Superior Court, and it was heard before the presiding justice, who found for the plaintiffs. The only question which we can consider is, whether this finding can be sustained upon the evidence. There was sufficient evidence to sustain the finding that Smith, who made the contract for the purchase of the goods sued for, was authorized to do so by the corporation. He was their “ superintendent of works,” he acted as an agent of the corporation in this purchase, and the goods purchased were received by and went to the benefit of the corporation. A formal vote giving him authority was not necessary. He made the contract with the knowledge and sanction of all of the officers and stockholders except one, and that one was informed of it soon after the goods were purchased, and no action was ever had repudiating it. There was sufficient evidence to justify a finding either of an original authority or of a subsequent ratification by the corporation. Sherman v. Fitch, 98 Mass. 59.

But the defendants contend that the corporation had no power or authority to make this contract; that it was ultra vires, and therefore cannot be enforced. We think it very clear that it was within the power of the corporation to make such a contract as this. The defendants were incorporated “ for the purpose of manufacturing and selling all the varieties of glass.” They succeeded a former company which had been engaged in the same business; it was important that they should retain the old customers. Tl ey were repairing their manufactory and machinery, and these goods were bought to keep up their stock and enable them to fill orders from their customers until they could supply themselves from their own manufactory. Such purchases are auxiliary and incidental to the main purposes of their incorp> ration, and are fairly within the scope of the powers confero 1 upon them by law. Brown v. Winnisimmet Co. 11 Allen, 326.

Judgment for the plaintiffs.

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Morton, J.

In this case, trial by jury was waived in the Superior Court, and it was heard before the presiding justice, who found for the plaintiffs. The only question which we can consider is, whether this finding can be sustained upon the evidence. There was sufficient evidence to sustain the finding that Smith, who made the contract for the purchase of the goods sued for, was authorized to do so by the corporation. He was their “ superintendent of works,” he acted as an agent of the corporation in this purchase, and the goods purchased were received by and went to the benefit of the corporation. A formal vote giving him authority was not necessary. He made the contract with the knowledge and sanction of all of the officers and stockholders except one, and that one was informed of it soon after the goods were purchased, and no action was ever had repudiating it. There was sufficient evidence to justify a finding either of an original authority or of a subsequent ratification by the corporation. Sherman v. Fitch, 98 Mass. 59.

But the defendants contend that the corporation had no power or authority to make this contract; that it was ultra vires, and therefore cannot be enforced. We think it very clear that it was within the power of the corporation to make such a contract as this. The defendants were incorporated “ for the purpose of manufacturing and selling all the varieties of glass.” They succeeded a former company which had been engaged in the same business; it was important that they should retain the old customers. Tl ey were repairing their manufactory and machinery, and these goods were bought to keep up their stock and enable them to fill orders from their customers until they could supply themselves from their own manufactory. Such purchases are auxiliary and incidental to the main purposes of their incorp> ration, and are fairly within the scope of the powers confero 1 upon them by law. Brown v. Winnisimmet Co. 11 Allen, 326.

Judgment for the plaintiffs.

Lyndeborough Glass Co. v. Massachusetts Glass Co., 111 Mass. 315 (Mass. 1873).

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