1849. SIR JOHN RENNIE and GEORGE REMINGTON v. SIR WILLIAM WYNN. ERROR D. were appointed joint engineers, and S. was appointed secretary to the Company. D. never acted gineer, but there was proof that his appointment had ever been At the trial of the cause, before Pollock, C. B., at the London Sittings after Hilary Term last, the following facts appeared:-It was stated by a Mr. M'Gregor, who was the as such enpromoter of the scheme, that, in the autumn of the year 1845, he had applied to the defendant to become a member of the provisional committee, and that he had afterwards caused a prospectus to be printed and published, in which the defendant's name was inserted as a provisional committee man. This prospectus was registered on the 26th of August, 1845; on the 9th of the following month revoked. All the work had the plaintiffs. At a meeting (the date of been done by of the board which did not appear) the de fendant C. proposed that the engineers should be paid through the solicitors out of the money which was to come from the shareholders, but the names of the engineers were not then mentioned. On a subsequent occasion, one of the plaintiffs, A., was paid a sum of money by one of the solicitors of the Company. In order to prove that the plaintiff B. had been appointed one of the joint engineers to the Company, a letter from the secretary, signed by him, and headed "Minute of the Board, Sept. 13, 1845," which letter stated that it was "resolved that B. be requested to accept the office of joint engineer to the line," was offered in evidence; and also an entry in the minute book, also written by the secretary (it being his business to enter in the book all minutes of the proceedings of the board). This entry was "Minute of the Board, Sept. 13th, 1845: Resolved, that B. be requested to accept the office of joint engineer to this line." This entry did not contain the names of any persons present at the meeting, nor had it the signature of any person as chairman, although that word stood at the bottom of the entry, preceded by a blank for the name; and there was no independent evidence to shew that any meeting of the board was held on the 13th of September, or that the secretary had any authority to write the letter in question:-Held, in error, on a bill of exceptions, that these documents were not admissible in evidence, and that, independently of them, there was no evidence to go to the jury of the defendant's liability. 1849. RENNIE V. WYNN. of September, a meeting of the promoters of the railway was held in Moorgate-street, in the city of London. At that meeting the defendant was present and officiated as chairman; resolutions were then passed appointing directors and officers of the Company. The defendant was named one of the directors, and was appointed vice-chairman of the directors. At the same meeting the plaintiff Remington and a Mr. Maclean were appointed engineers to the Company, M'Gregor and a Mr. John Owens were appointed solicitors, and Robert Shelton Mackenzie secretary to the Company. A minute was read informing the gentlemen present, that if they acted as provisional committee men or officers of the Company, they were not to incur any liability, and that the usual deed of indemnity would be given. This information was not communicated to the plaintiff Remington. On one occasion (but whether at this or at some subsequent meeting attended by the defendant the witness could not say) a discussion arose about providing the engineers with funds, and the defendant said that he thought the solicitors were the persons to pay, and that they ought to be repaid their advances to the engineers out of the monies which should come in from the shareholders on the allotment of the shares. The names of the engineers were never mentioned, but they were always spoken of as "the engineers." The witness added also, that he never heard the name of the plaintiff Sir John Rennie mentioned. On the 2nd of October, 1845, being after the time when the discussion took place as to the provision for the payment of the engineers, M'Gregor paid the plaintiff Remington the sum of 250l., and a similar sum on the 22nd of the same month. The Company subsequently paid money to M'Gregor to reimburse him for these advances. All the plans and the surveys were made by the plaintiffs. Maclean never acted as an engineer for the Company. The defendant was present at several meetings, and at one on the 2nd of October, 1845, at which the shares were allotted. The witness also stated, that a meeting of the Company was held on the 13th of September, adding, however, that he thought that the defendant was not present at that meeting, but that he himself was out of town at the time. A book was kept by the secretary, in which minutes were made of the proceedings of the meetings. The Company had board rooms, and at meetings of the board the minute book was placed upon the table. In order to prove that Sir John Rennie had been appointed engineer of the Company, the plaintiffs' counsel proposed to give in evidence the following entry in the minute book, in Mackenzie's handwriting: "East and West Junction Railway. Minute of the Board. September 13th, 1845. Resolved, that Sir John Rennie be requested to accept the office of joint engineer to the line. "( ) Chairman." No signature preceded the word "Chairman," although a space was left for one. The following letter was also tendered in evidence by the plaintiffs' counsel, addressed by Mackenzie to Sir John Rennie. "Direct East and West Junction Railway. Minute of the Board, September 13th, 1845. Resolved, that Sir John Rennie be requested to accept the office of joint engineer to this line. "R. S. MACKENZIE, Secretary. "Mr. Owens was requested to communicate this resolution to Sir John Rennie with as little delay as possible. "R. S. M." It was thereupon objected, on behalf of the defendant, that neither the entry in the minute book nor the letter was admissible in evidence against the defendant; and the Lord Chief Baron being of that opinion, they were re 1849. RENNIE v. WYNN. 1849. RENNIE v. WYNN. jected. The learned Judge was also of opinion, that upon such a state of facts there was no case to go to the jury, and that the plaintiffs ought to be nonsuited; but the plaintiffs' counsel declining to adopt that course, a verdict was entered for the defendant upon the first issue. The plaintiffs' counsel tendered a bill of exceptions to the above direction, and also on the ground that the two documents above mentioned were improperly rejected. The bill of exceptions in substance stated the preceding facts., and error having been brought, the case was now argued by Martin (Sir J. Bayley with him), for the plaintiff in error. -If there was any evidence to go to the jury, the direction of the Lord Chief Baron was wrong. The documents which were rejected by the learned Judge ought to have been admitted. In the first place, the letter of Mackenzie to the plaintiff was admissible, as having been written by the secretary and servant of the Company. A letter written by a secretary of a Company is primâ facie to be taken to have been written by the order and authority of the Company. The case is like that of a partnership, where letters are written by the managing clerk; such letters would bind the partnership. It can hardly be said that letters so written are to be considered as having no effect whatever. The resolutions of the Company are communicated through this medium. This letter, which was offered in evidence, concerned the business of the Company. [Maule, J.-In general, the secretary to a Company has no general authority to write these letters; he is simply a person who does a particular thing when he is ordered to do it.] Then it would be a question of fact to be decided by the jury, whether he had any authority. It is a question of fact, as Alderson, B., said in the case of Barnett v. Lambert (a). (a) 15 M. & W. 489. In Williams v. Pigott (a) the same doctrine was held by the Court of Exchequer. The matter is put upon its proper footing by the late case of Bailey v. Haynes (b). [Patteson, J.-In order to shew that the evidence ought to have been submitted to the jury, the plaintiffs ought to have given some evidence, independently of the letter, that the secretary had authority to write it. It cannot be contended that it is sufficient for that purpose of itself.] Then the minute was evidence of that. Lastly, there was some evidence in the case of the defendant's liability. The plaintiffs did all the work, and Maclean never acted as engineer to the Company. The defendant was deputy-chairman at a meeting when the discussion took place with reference to the payment of the engineers for the work which had been done, and although the plaintiffs' names were not mentioned, it was a question for the jury whether or not the plaintiffs were the parties intended. The Attorney-General (Welsby with him), contrà.-There was no evidence whatever in the present case to go to the jury. The first question is, whether the rejected documents ought to have been admitted in evidence. Now, there was no evidence that any meeting ever was held on the 13th of September. The only witness who said anything about that matter also stated, that he was not present, but that he was out of town on that day. But, assuming that the meeting was held on that day, there is no evidence that the defendant was present. The bare fact, that the party who wrote the letter was secretary, cannot bind the defendant. It is now settled beyond dispute, that these committee men are not partners. And it has been decided in the Court of Exchequer, that the appointment of secretary does not per se confer upon him any authority (a) 2 Exch. 201. (b) 19 L. J., Q. B., 73. 1849. RENNIE V. WYNN. |