Lyman v. Norwich University , 28 Vt. 560 ( 1856 )

The opinion of the court was delivered by

Bennett, J.

In relation to the first item in the plaintiff’s account, the auditor submitted two questions ; first did the item ever constitute a legal charge against this defendant; and if so, secondly, was it barred by the statute of limitations when the suit was brought ?

The case finds, that the defendant proposed to be one of six to advance the sum of three hundred dollars to repair the university buildings ; and for that purpose he would loan fifty dollars, with the understanding that it should'be repaid to him; and upon being informed afterwards that his proposition had been agreed to, the plaintiff delivered to the president fifty dollars, and took his receipt for the same. The receipt bears date the third of April, 1848 ; and it specifies that the money is'to be expended in repairs on the university buildings; and it adds, “ and for said expenditure I will account to said Lyman.” It is signed “ H. S. Wheaton, President of N. U.”

Mr. Wheaton paid the fifty dollars into the college treasury, and the money was appropriated to the use of the university, in paying for repair's on the buildings, with the understanding of the plaintiff, it should be repaid to him. After such a state of facts, it is quite too late for the defendants to assume the> ground that the president had no authority to bind the university to refund this money. It was a full ratification of his acts on the part of the corporation, even though it should be conceeded that in taking up the loan, the president in the first instance transcended his authority. But this is not, by any means, a conceded point.

In regard to the statute of limitations, it is clear that it had run on this item before the suit was commenced, unless removed by the admissions of the individual members of the college corporation. The loan was to the corporation to aid in the repair of their buildings, and not to president Wheaton, and he did not agree to see the money refunded personally.

The most that can be claimed is that Mr. Wheaton, as president of the university, undertook to see that the money should be expended in repairing the buildings; and the case shows that it was applied for such purpose. It has been said in argument, that six years had not run after the right of action had accrued before suit was commenced. It seems the writ issued the 9th of November, 1854.

No time is fixed specifically when the money was to be repaid ; but at all events we think it was a fair implication, that the money was to be repaid within a reasonable time ; and that no special demand was necessary. The money was advanced the 3d of April, 1848; and most certainly it was reasonable that it should have been refunded before the 9th of November of the same year. The case, I think, does not show the precise time when the repairs were made on the college buildings, but it is reasonable to suppose they were made in the early part of the season of 1848; and at all events, we think the right of action accrued to the plaintiff before the 9th of November, 1848. The question then arises, what shall be the effect of the admissions of the individual members of the corporation ? The fact that it is found that this money had never been repaid cannot remove the statute bar. A party may admit the debt unpaid, and still claim, at the same time, the benefit of the statute bar. To remove the statute bar there must at least be an implied promise to pay the debt. It has sometimes been held that the admissions of a member of a corporation may be given in evidence against the corporation, where there is a joint interest, as in the case of rateable inhabitants of a parish or town; but where it is a mere community of interest, the law, at the present day, is well settled that such- admissions cannot effect the rights of a corporation. See 1 Greenleaf’s Ev. sections 175, 176; Angel & Ames on Corp. 302, 592; Hartford Bank v. Hart, 3 Day 494; Fairfield County Turnpike Company v. Thorp, 13 Conn. 494; Osgood v. Manhattan Bank, 3 Cowen 623; Bank of Oldtown v. Houghton, 21 Maine 507; Polleys v. Ocean Insurance Company, 14 Maine 141. In the case before us, there can hardly be said to be' even a community of interest, and much less a joint interest. There is a wide difference between this corporation and one established for private hazard and profit. The promotion of education is the cardinal object of this corporation; and it was not established to promote the private interests of the corporators. The admissions of President Wheaton stand upon the same ground as those of any other member of the corporation. His being president of the faculty, gives him no additional powers, or control over the funds of the corporation. Though it is found that the president and Doct. Davis, at, and about the time this money was advanced, were members of the financial committee, yet it is not shown what the powers of that committee were; and it does not appear that they were members of that committee when the admissions were made, unless we are to presume they continued in such office. It does appear that Doctor Davis was elected one of the executive committee in 1836, and was still in office in 1848, yet it is not found that he was a member of that committee at the time the admissions were made by him.

That committee consisted of five individuals, and their business was “ to take charge of the university buildings, and to transact the business of the board during the recess.” If that committee had full powers over the financial affairs of the university when the board of trustees was not in session ; yet it could not be bound by the individual action of one of the committee. The trust was a joint one, and must, at least, be discharged by a major part of the committee. One member might as well release a debt without satisfaction, as impose a liability upon the corporation by an admission.

We think, then, this item of fifty dollars is barred, and the judgment of the county court is reversed, and judgment for the plaintiff for $ 21.39, adding the interest on it from the time of the report of the auditor.