Plum Bayou Levee District v. Harper

116 S.W. 196, 89 Ark. 173, 1909 Ark. LEXIS 61

• Court: Supreme Court of Arkansas
• Decided: February 1, 1909
• Status: Published

Opinion

Hart, J.

(after stating the facts.) This appeal raises the question as to whether the president, in the absence of authority given him by the board of directors of the levee district, can make an agreement with a landowner for the amount of damages suffered by him for lands appropriated by the levee district for use in building its levee; for, if the power did not exist in the president to make such a contract, it follows that he had not authority to enter into an arbitration. The act itself prescribes the duties of the president, and no such authority is given him by the terms of the act. That power is placed in the board of directors. The facts in this case are undisputed, and the record does not disclose that the board of directors delegated to the president the authority to act in respect to the matter in question. ■

“Those representing corporations and others desiring to acquire property must have due authority, or their acts will not bind their principals.” 2 Lewis on Eminent Domain, § 289.

“The powers of the president and secretary of a business corporation to act for the corporation must be delegated and special, under Sandels & Hill’s Digest, § § 1330-5, conferring the management of their business affairs' upon “not less than three directors.” City Electric St. Ry. Co. v. First National Exchange Bank, 62 Ark. 33.

Applying these principles of general agency, we are of the opinion that the acts of the president were unauthorized, and, not having been ratified by the board of directors, are not binding upon the levee district. Therefore it is ordered that the judgment be reversed, and the case dismissed without prejudice to the right of appellee to bring suits against the levee district under the statute for compensation for the lands appropriated by it in building its levee.