Goodwin v. Union Screw Co. , 34 N.H. 378 ( 1857 )

Perley, C. J.

An agent is a competent witness to prove his authority, and the due execution of it, and the objection to the witness Robinson was properly overruled. Moses v. The B. & M. Railroad, 4 Foster 71.

The defendants were sued in this action by the corporate name of “ The Union Screw Company,” and answered to that name. The evidence showed that their business was the manufacture of screws, and it is not.objected that they were not authorized by their charter to carry on that business. The business was conducted under the general management of Shepard, one of the directors, by order of the board of directors, and the witness Robinson, another director, had the immediate oversight of the shop as master-mechanic. Robinson negotiated the bargain with the plaintiff, but before he commenced work, the evidence, as we understand its import, shows that the terms of the bargain were communicated to Shepard, who approved of them, and so concluded the contract, under which the work was done by the plaintiff. Whether Robinson or Shepard, or both, are to be regarded as the acting agents of the corporation, the contract was made by both and each of them ; and where one has the actual charge and management of the general business of a corporation, with the knowledge of the members and directors, this is evidence of his authority, without showing any vote or other corporate act constituting him the agent of the corporation. Angell and Ames on Corp. 269; Story on Agency, sec. 52; Bank v. Dandridge, 12 Wheat. 83; Despatch Line v. Bellamy Man. Co., 12 N. H. 205, 223.

Besides, the defendants would be liable in a quantum meruit, in the absence of any special bargain for services of the plaintiff, performed for them with the knowledge of the directors and general managers of the corporation, and he might recover a quantum meruit on the general counts of his declaration. Even if the special bargain made with the plaintiff was unauthorized and not binding on the defendants, they are still liable to pay him what his work was worth, and on that ground also the nonsuit was properly refused.

Judgment on the verdict.