Nashua Iron & Brass Foundry Co. v. Chandler Adjustable Chair & Desk Co. , 166 Mass. 419 ( 1896 )

Morton, J.

The defendant virtually concedes that we properly may assume that the trial proceeded on the footing that the only issue was whether the goods included in the two items of February 26 and March 14 were sold and delivered to the defendant. We understand that there was no dispute as to the amount, or that the goods named were delivered by the plaintiff to and were received by some one after the defendant corporation was organized.

Various requests for rulings were made by the defendant, and various exceptions taken to the admission of evidence, but we understand the defendant now to rely only on two and possibly only one of the requests, and to contend that the certificate of incorporation should not have been admitted, and that Butler had not authority to bind and did not bind the corporation.

It was a question of fact whether the goods in suit were included in the certificate of incorporation. If they were, it cannot be said that that fact naturally would not have some tendency to show that the goods when delivered were delivered to and accepted by the corporation and not by the partnership.

The by-laws of the corporation provided that the treasurer should have the powers ordinarily or usually appertaining to that office. And there was evidence which would justify the jury in finding that, according to the course of business of the treasurer and the construction which the corporation had given by its acts to his power, Butler had authority to bind it in regard to the purchase of the goods in question. He testified that he gave orders and made bargains for the new corporation before Hill came in as general manager, and “that he had carried on other correspondence in reference to castings with other people, who were making them for the corporation,” and that the corporation “ had ratified everything that- he had done.” As tending to show that Butler actually did bind the corporation, the plaintiffs rely very strongly on the letter of February 14. Ordinarily the construction of a written instrument is for the court. But where the facts on which the construction depends are themselves in dispute, they are to be settled like other questions of fact. It was for the jury to say,- therefore, in what capacity Butler wrote that letter, and to whom he referred by certain expressions in it. And the evidence justified the jury in finding that he wrote it in his capacity of treasurer of the corporation, and that the expressions referred to the defendant corporation.

The two requests were covered by the instructions to the jury, which, so far as reported, were full and accurate.

The jury were told expressly, and at some length, that the plaintiff could not recover against the defendant by virtue of any contract between it and the partnership or Chandler, notwithstanding the corporation might have agreed with them to assume their debts to the plaintiff, and might be bound, as between it and them, to pay the plaintiff, and that the defendant only would be liable in case the goods had been shipped to and accepted by it, in consequence of an order or purchase made or given by some one who had authority to bind the defendant. It could not properly have been ruled that there was no evidence that the goods were delivered by authority of the defendant.

Exceptions overruled.