Sherwin, J. —
.1 We cannot assent to the proposition that the secular' acts of religious corporations are to be governed by principles of law other than those applied to civil corporations. A. corporation formed for the advancement of religion and for the control of property for religious purposes may, to a very great extent, determine the rules by which its affairs shall be controlled; but when it engages in purely secular business, such as the building of churches, and the like, it becomes subject to, the same rules and principles which govern other corporations. Norwegian Evangelical Lutheran Bethlehem, Congregation v. United States Fidelity & Guaranty Co., 83 Minn, 32 (83 N. W. Rep. 487).
[35]*352 [34]*34It was error to exclude the plaintiff’s testimony as to-a change in the plans and specifications for the church after the written contract was entered into, and as to a new oral agreement on account thereof. The testimony offered related to an agreement with . the [35]*35board of trustees when acting as such board, and it was not necessary for the plaintiff to first prove that the board had . been legally assembled, and that it had power to make a change or to make a new contract. The law presumes that the meetings of the trustees were regular and upon proper notice, and this presumption will prevail until the contrary is shown. Sargent v. Webster, 13 Metc. (Mass.) 497 (46 Am. Dec. 743) McDaniels v. Manufacturing Co., 22 Vt. 274; Hardin v. Construction Co., 78 Iowa, 726.
3 4 The same board entered into the written contract with the plaintiff, and afterwards modified it in some respects, as alleged in their answer, and as shown in the evidence; and the defendant did not plead or attempt to prove that either of the contracts was made without authority on the part of the trustees. The plaintiff was dealing with agents who were apparently acting within the scope of their authority, and had the legal right to rely thereon. 2 Morawetz, Private Corporation, section 616. Furthermore, the fact that the trustees had power to contract originally would justify the plaintiff in believing and relying on any action they might take in reference to the same subject-matter. Whiting v. Stage Co. 20 Iowa, 554. And if they had no such authority, the burden was on the defendant to prove it. Wardner, Bushnell & Glessner Co. v. Jack, 82 Iowa, 435. If the trustees, acting as a board, entered into a different contract with the plaintiff, which was not made a matter of record, it was competent to show this by parol. The plaintiff was not permitted to prove his case at all as to any of these matters. There was error in directing a verdict for the defendant, for the reasons pointed out, and for the additional reason that there is evidence tending to show a ratification of the acts of the trustees, for it is well settled that a corporation may ratify an unathorized act of its agent, as Avell as an individual. Nor may it accept the benefits of [36]*36a transaction, and then refuse to pay because the contract was ultra vires. Watts v. Association, 111 Iowa, 90; Church v. Johnson, 93 Iowa, 544.
The judgment is reversed.
Free access — add to your briefcase to read the full text and ask questions with AI