Thomasson v. Grace Methodist Episcopal Church

Searls, C. This is special assumpsit upon a written contract to recover from the defendant (a corporation) the sum of four hundred and twenty-five dollars and twenty-five cents, for paving two thousand and twenty-five square feet of Capp street, in the city and county of San Francisco, together with interest, counsel fees, etc., and to foreclose a mechanic’s lien taken to secure the payment thereof.

Defendant had judgment for costs, from which judgment, and from an order denying their motion for a new trial, plaintiffs appeal.

The complaint sets forth a written contract according to its legal tenor and effect, and not hsec verba, whereby [559]several parties, and among them the defendant, severally, and not jointly, agreed with plaintiffs to pay the prices therein mentioned to the latter, for paving the roadway of Capp street, in front of their several lots, the material to be furnished and the work done by said plaintiffs, “all in accordance with specifications on file in the office of the superintendent of public streets,” etc., “ to the satisfaction of the said superintendent of public streets,” etc.

The amended answer of the defendant denies that it entered into the contract, and substantially denies all the material allegations of the complaint, etc.

The court found that defendant was a corporation “organized to provide a place and means for divine worship by its members”; that the board of trustees of said corporation consists of nine persons, including the president, Robert Husband, and the secretary, William H. Codington; that five members thereof constitute a quorum for the transaction of business; that the corporation defendant never entered into the contract, and never authorized or ratified it.

The contract was, in fact, signed by the secretary of defendant, as follows: “Grace Methodist Episcopal, by W. H. Codington, secretary board of trustees.”

There was nothing in the charter or by-laws of the corporation giving any authority to the secretary to enter into contracts without the order of the board of trustees.

The findings proceed at length to detail the circumstances under which the contract was signed, and the action of the board of trustees touching the matter.

The following is a brief synopsis of the facts, as thus found: On the evening of November 2, 1892, after a prayer-meeting, the solicitor of plaintiffs called at the church and found the secretary and two other trustees of the corporation present. He presented the contract, and, after consultation, the secretary, at the suggestion of the two other trustees, signed it.