Maupin v. The Virginia Lead Mining Company, Plaintiff in Error

Supreme Court of Missouri1883-04

78 Mo. 24

Summary · law.co

Holding. The judgment is reversed and the cause remanded because the trial court gave an erroneous instruction that allowed any corporate officer or agent to bind the corporation without actual authority, and because the court improperly refused a defensive instruction supported by the evidence.

Maupin brought suit against the Virginia Lead Mining Company for compensation for services rendered, claiming the work was performed at the instance of the company's officers and agents. The trial court instructed the jury that if plaintiff performed the services for the defendant at the instance of its officers and agents, the jury should award reasonable compensation for those services. On rehearing, the court identified two significant errors in the trial proceedings that warranted reversal. First, the instruction was overly broad because it permitted any officer or agent, regardless of station or actual authority, to bind the corporation through employment of an attorney, when established law requires some actual delegation of authority to do so. Second, the trial court erred in refusing an instruction requested by the defendant, which would have allowed the jury to consider evidence suggesting the services were rendered for individual parties outside the corporation's business and were to be compensated through mutual services rather than corporate payment.

Summary generated by law.co from the public-domain opinion. The opinion text itself is public domain.

Key issues

Authority of corporate officers and agents to bind corporation through employment of counsel
Whether services were rendered on behalf of the corporation or for individual speculation
Proper jury instructions regarding compensation for services and competing claims

Procedural posture

The case originated in Franklin County, was tried in Gasconade, and reached the court on a motion for rehearing after initial judgment for the plaintiff.

Authorities cited

No cited authorities resolved to law.co cases yet.

Opinion · public domain

rehearing opinion

On Rehearing.

Sherwood, J.

A glance at this voluminous mass of ill-assorted papers, called by the courtesy a record, shows this cause, though tried in Gasconade, originated in Franklin county. Objections which were thought to exist, and which, if valid, would well have warranted a reversal of the judgment, under a more careful examination of the record, have disappeared. Our attention will, therefore, be directed to the merits of the cause in order to discover if any error, materially affecting the merits of the action, occurred during the progress of the trial.

The instruction given on behalf of the plaintiff, was in. these words: “ The court instructs the jury that if they find from the evidence that the plaintiff performed the-services set out in the account sued upon, or any part of the same, for the defendant, at the instance of its officers and agents, then they will find for the plaintiff in such sum as-those of the services, as were so rendered, were reasonably worth, not to exceed $3,663.35, with interest from January 3rd, 1877, at six per .cent.” Under the rulings of this court,, the managing and other head officers of a corporation, without a formal resolution of the board to that effect, can employ counsel to prosecute or defend suits for the corporation. Western Bank of Mo. v. Gilstrap, 45 Mo. 419; Turner v. Railroad Co., 61 Mo. 501; Southgate v. Railroad Co., 61 Mo. 89; Thompson v. School Dist., 71 Mo. 495. But this court,, and we presume no other court, has ever gone so far as to hold that any officer or agent of a corporation, however humble his station and limited his powers, without any delegation of authority to that effect, could bind the corporation with which he is connected by employing an attorney in behalf of such corporation. And yet this instruction goes to that extent, and is, of consequence, erroneous. Under it, no matter what the station of the officer or agent, no matter whether he had any authority to that effect or not, he could bind the. corporation. Under such an instruction the authority of the officer or agent would necessarily be assumed, and so the jury must have understood it. Our views as to the propriety of this instruction find full support in the case of Wells v. Railroad Co., 35 Mo. 164.

II.

Error was also committed in refusing the instruction asked on behalf of the defendant. The theory of the defense, as set up in the answer, was in substance that the services of the plaintiff were rendered in behalf of Francis A. and. Nathan Sands, and outside of the corporate business in certain individual speculations, and were to be fully compensated by similar services on the part of Sands and Sands. There was a tendency in the evidence offered by plaintiff himself, to support this defense. It is not necessary to determine whether this evidence would outweigh other evidence offered by plaintiff; it is only necessary to say it furnished a basis for the instruction asked, and, therefore, that it should have been given, for, as it was, all that evidence, and the proper inferences deducible therefrom, were practically withdrawn from the consideration of the jury.

III.

Moreover, the judgment in this cause, the defendant appearing and defending the action, should have been a general one, conceding, of course, that the steps prior thereto were such as we could sanction. This alone would be sufficient ground for reversing the judgment regardless of other considerations. Therefore, judgment reversed and cause remanded.

All concur.