Ayers v. Green Gold Mining Co.

Van Fleet, J. This is an action brought by plaintiff to charge the property of the corporation defendant with a lien for certain work done by appellant in cleaning out a tunnel on the mining property of respondent. The action was brought against M. E. Crittenden, E. C. Lyles, and respondent, it being alleged that the labor was performed at the special instance and request of defendants Lyles and Crittenden, and that the latter was at the time in charge of said mine, and acting as the agent of the defendant mining company.

The court found that the work was performed for and at the special instance and request of defendants Lyles and Crittenden, but under a written contract set out in [335]the findings; that although defendant Crittenden was at the time a director of the corporation defendant, said contract was made with said Lyles and Crittenden “personally in their individual capacities, and not as agent or agents of defendant corporation, with the understanding and intent that the said defendants, M. E. Crittenden and Dr. E. C. Lyles, should be bound personally thereb, and not this defendant corporation, for all work that plaintiff might do or cause to be done on said mining property”; that neither of the two defendants entering into said contract at the time of the making thereof was in charge of said mining property, or the agent of the defendant corporation in the premises, or authorized “to employ plaintiff for any purpose whatever.”

It is further found that the defendant mining company “had no notice or knowledge whatever that plaintiff was performing any work whatever upon the mining property ” sought to be charged with the lien.

Upon these findings judgment was given in favor of the corporation defendant denying the lien, and the only material question in the case is as to whether the evidence supports the findings.

It would subserve no useful purpose to state the evidence at length, or even in substance. It is sufficient to say that upon a careful review we find in the record evidence substantially tending to support each of the findings in question, and this under firmly established principles concludes our further inquiry.

It is urged, however, in effect that the mining company had constructive, if not actual, notice of the doing of the work; that the directors and officers of a corporation are its agents, through whom alone it can act, and that the defendant Crittenden being a director at the time the work was done, her knowledge of the work is imputable to the corporation; that having such knowledge, it was incumbent upon the latter, in order to avoid liability, to post a notice on its mine, as required by section 1192 of the Code of Civil Procedure,