Alston, et al. v. Broadus Cotton Mill

Alston, et al. v. Broadus Cotton Mill. Damages for Breach of Contract to ¡Supply Water. (Decided July 2, 1907. 44 South. 654.) 1. Corporations; Agentsj General Manager; Authority. — In the-absence of knowledge on the part of the plaintiff that the authority of the general manager of the corporation was limited to the making of contracts in a particular form, the corporation was bound by a contract made by its general manager with plaintiff to supply water, although it differed in some particulars from defendant’s usual form of water contract; it appearing that the general manager-had authority to make contracts to supply water to third persons. 2. Same; Evidence. — In the absence of evidence tending to show that plaintiff knew of the limitation upon the general managers’ authority to make water contracts at the time they contracted with reference thereto, it was error to admit evidence showing such limitations of the general manager’s authority. Appeal from Jackson Circiut Court. Heard before Hon. W, W. Haralson. Action by N. C. Alston and another against the Broa-dus Cotton Mill for breach of defendant’s contract to-supply plaintiffs with water for domestic use, etc. From a judgment for defendant, plaintiffs appeal. Reversed and remanded. It was shown that the contract was a verbal one, and made with Ray as general manager of the defendant corporation. It ivas shown that .the corporation furnished water to residences, business houses, and plants-in the usual way. It ivas shown that plaintiffs, at the-suggestion of Ray, bought the bill of piping’ that he said would be necessary, and paid for the same in the sum of $42.32, and that plaintiffs also dug the ditch and made the connection, as pointed out by Mr. Ray. The defendant was allowed to show a written contract in force at the time with reference to furnishing water to plaintiff’s residence, some distance removed from the farm in question, and Avas permitted to show, without shoAving plaintiffs’ knowledge' of it, that, while Ray was general manager of the corporation, his authority to make water contracts was limited to the written contract offered in evidence. Virgil Boulbin, for appellant. Corporations must act by agents, and a general manager is one of the highest type of agents in whom full power is vested relative to making contracts and conducting the business of the corporation. — <10 Cyc. pp. 924-5. Limitations placed upon his power, not knoivn to the public or party dealing with him is not binding on such parties if within the apparent scope of his powers. — 10 Gyc. p: 1151. John B. Talley, for appellee. No brief came to the Reporter. [MAJORITY — DOWDEL, J.] DOWDEL, J. There was evidence on the part of the plaintiffs tending to shoAV a contract with the defendant and breach thereof as averred in the complaint and substantial damages. There Avas a conflict in the evidence as to the terms of the contract. It was not denied that Ray, Avho made the contract with the plaintiffs, Avas the general manager of the defendant ’ company, and that he had authority as such to make' Avater contracts; blit it Avas claimed on the part of the defendant that Ray’s authority Avas limited to a particular form of water contract. Unless the plaintiffs had knowledge of this limitation, they would not be bound by it when dealing with Ray within the apparent scope of his powers as general manager of the defendant corporation. It is not denied that he had authority and power to make contracts for the supply of water to third parties, and in his dealing with the plaintiffs he was unquestionably acting within the apparent scope of the powers of his agency. — 10 Cyc. p. 924, 2b-3z; 10 Cyc. pp. 925,1151 (n). In the absence of evidence showing that the plaintiffs had knowledge of the limitations on Ray’s authority as general manager and agent in making contracts for the supply of water, the court erred in admitting evidence against plaintiffs’ objection showing a limitation on Ray’s authority. For the error pointed out, the judgment appealed from must be reversed, and the cause remanded. Reversed and remanded. Tyson, O. J:, and Andekson and McClellan, JJ., concur.