Dickinson v. Inhabitants of Conway , 94 Mass. 487 ( 1866 )

Bigelow, C. J.

We cannot see that the plaintiff has any valid ground of exception to the ruling of the court directing a verdict for the defendants. The note in suit, not having been given in pursuance of any vote or antecedent authority of the town, could not be held, to be ' a binding contract on which to charge the defendants, unless it had been directly or by implication ratified and adopted by them. It is equally clear that any ratification of an unauthorized contract, in order to be effectual and obligatory, must be shown to have been made with a full knowledge of all essential facts connected with the transaction to which it relates ; especially it must appear that the existence of the contract and its nature and consideration were known to the party who is alleged to have become liable upon it by virtue of a subsequent adoption or assent.

On looking at the evidence stated in the bill of exceptions, we fail to discover any facts which would have warranted a jury in finding a verdict for the plaintiff on the ground that the note had been ratified by the defendants prior to the alleged settlement with their defaulting treasurer on the fifteenth day of March 1864. The vote of the town accepting the report of the treasurer, passed on the seventh day of March in that year, falls short of showing a ratification. The note declared on was not enumerated among the debts due from the town. Other notes for which 'the town was liable were specified in the report; among them two notes due to the plaintiff. The item in the treasurer’s account, of interest paid to the plaintiff, may well have been supposed to refer to these notes. Certainly it did not show that the town thereby had notice of the existence of a note of which they had no previous knowledge. Nor did the existence of a receipt for the amount of interest mentioned in the treasurer’s report tend in any degree to strengthen the plaintiff’s case. Knowledge of this receipt was not brought home to the defendants. No statement was made in the meeting of the town that any such receipt had been given. The evidence which tended to show that the selectmen had notice of it was wholly immaterial. They had no power or authority to ratify the note in suit, nor did it appear that they intended to do so. The only legitimate inference from this evidence was, that the receipt was received by the selectmen as a voucher for the payment of money by the treasurer in behalf of the town. But the document itself did not specify the note in controversy, and the jury by their verdict have found that thp selectmen in “ passing” the receipt did not thereby gain knowledge that such a note was due from the town.

It is urged on the part of the plaintiff that the amount of interest paid to the plaintiff and charged in the treasurer’s account disclosed an indebtment to her of more than three thousand dollars, which could be made up only by including the note in controversy. But the answer to this suggestion is, that it did not appear that it was made known to the town that the amount paid was for interest which had accrued during the previous year only. It was well known that the plaintiff was a creditor of the. town, and it may well have been inferred by those present at the meeting that money had been paid to her for interest in arrear for a period longer than a year, or in advance on discount of the old notes for a renewal of the loan.

So far as the settlement with the treasurer of March 15th 1864, and the taking of security from him for a supposed balance, were evidence of a ratification, it seems to have been rendered wholly immaterial by the special finding of the jury. As it is now to be taken as a fact that the agents of the town in making this settlement had no knowledge of the existence of the note declared on, the alleged ratification falls to the ground because it was made in ignorance of an essential fact.

Exceptions overruled.