Osborne v. High Shoals Mining & Manufacturing Co., 50 N.C. 177, 5 Jones 177 (1857)

Dec. 1857 · Supreme Court of North Carolina

50 N.C. 177, 5 Jones 177

JAMES W. OSBORNE AND EMMOR GRAHAM v. THE HIGH SHOALS MINING AND MANUFACTURING COMPANY.

Where the agent of a corporation signed his name to an obligation to pay money, with his private seal affixed, it was Held, that although the instrument did not become the covenant of the corporation, yet it was evidence of a contract, on proof of the agency.

ActioN of assumpsit, tried before Peeson, J., at the last Pall Term of Mecklenburg Superior Court.

The plaintiff declared upon, and proved, the following special contract, to wit:

“ March 20th, 1854.

“ We do hereby hire to the High Shoals Mining and Manufacturing Company, the following negro slaves, to wit: Dick (and fourteen others, named,) for the term of one year from this date, for the sum of two thousand four hundred dollars. Witness our hands and seals.”

James W. Osbobne, [seal.']

Emmor Graham, [seal.]

Frederick Goodell, Agent, [seal.]

They further proved, that the High Shoals Mining and Manufacturing Company was a corporation, and that Frederick Goodell was its agent at the time of the execution of the contract.

The plaintiffs contended, that the legal construction of the paper was, that it was a hiring by the defendant, through their agent, Goodell, from the plaintiffs, Osborne and Graham.

The Court intimated an opinion, that the parties to the contract, by its proper construction, were, The High Shoals Mining and Manufacturing Company on the one part, and Emm or Graham, James W. Osborne, Frederick Goodell, or his principal, the High Shoals Mining and Manufacturing Co., on the other, and that plaintiffs could not recover on it.

In submission to which opinion, the plaintiffs took a non-suit and appealed.

Wilson and Graham, for the plaintiffs,

were stopped by the Court.

Guión, for the defendant,

cited 2 Kent’s Com. 556, 631 ; Combe’s case, 9 Co. Eep. 76 ; Frontín v. Small, 2 Ld. Eaym. Eep. 1418 ; Willis v. Bach, 2 East’s Eep. 142 ; Bogart v. Be Bussy, 6 John. Eep. 94; Fowler v. Shearer, 7 Mass. Eep. 14; American Jurist, No. 5, pp. 71, 85; Cole v. Wendel, 8 Johns. Eep. 117; also the[notesto Thonypson v. Bavenpport, 2 Smith’s Leading Cases, 224; Ciarle v. MoMillcm, 2 Car. L. Eepos. 265.

Pearson, J.

We differ from his Honor as to the proper construction of the contract. The parties to it were the plaintiffs on the one part, and The High Shoals Mining and Manufacturing Company on the other. It is true, Goodell, as agent, executes the instrument offered in evidence, and affixes thereto his private seal, so that it did not become the covenant of the company. Still it was evidence of a contract on its part, for the breach of which, an action of assumpsit will lie, it being proved that Goodell was the agent of the company. Angel and Ames on Corporations, 334.

The same point was presented at this term, in Taylor v. School Committee, (conte, 98.) The committee being a corporation was sued in assumpsit, the evidence of which, was a deed executed by the individuals composing the committee, each of whom had affixed his private seal. Although the case went off on another point, that question was yielded.

Per Curiam:, Judgment reversed, and a vmire de novo.