Bank of Columbia v. Patterson's Administrator - 11 U.S. 299 (1813)
U.S. Supreme Court
Bank of Columbia v. Patterson's Administrator, 11 U.S. 7 Cranch 299 299 (1813)
Bank of Columbia v. Patterson's Administrator
11 U.S. (7 Cranch) 299
Upon a special contract executed on the part of the plaintiff, indebitatus assumpsit will lie for the price.
A simple contract is not merged in a sealed instrument which merely recognizes the debt and fixes the mode of ascertaining its amount.
Upon general counts, a special agreement executed may be given in evidence.
The recital of a prior in a later agreement, after it has been executed, does not extinguish the former.
Wherever a corporation aggregate is acting within the scope of the legitimate purposes of its institution, all parol contracts made by its authorized agents are express promises of the corporation, and all duties imposed on them by law and all benefits conferred at their request raise implied promises for the enforcement of which an action lies.
The technical doctrine that a corporation could not contract except under its seal -- or in other words, could not make a promise -- if it ever had been fully settled, must have been productive of great mischief. Indeed, as soon as the doctrine was established that its regularly appointed agents could contract in their name without seal, it was impossible to support it, for otherwise the party who trusted it must have been without remedy against the corporation. Accordingly it would seem to be a sound rule that whenever a corporation is acting within the scope of the legitimate purposes of the institution, all parol contracts made by its authorized agents are express promises of the corporation; and all duties imposed on them by law, and all benefits conferred at their request raise implied promises, for the enforcement of which an action will lie.
Error to the Circuit Court for the District of Columbia in an action of indebitatus assumpsit brought by the defendant in error against the president, directors, and company of the Bank of Columbia in their corporate capacity. There were four counts only in the declaration.
1st, indebitatus assumpsit for matters properly chargeable in account; 2d, indebitatus assumpsit for work and labor done; 3d, quantum merit, and 4th, insimul computassent.
The defendant pleaded nonassumpsit and a tender.
On the trial below, the defendant took three bills of exceptions.
The 1st stated that the plaintiff read in evidence a sealed agreement, dated 10 December, 1807, between Patterson and a duly authorized committee of the directors of the bank under their private seals. It recites that a difference of opinion had arisen between
Patterson and the committee for building the new banking house as to certain work extra of an agreement made between Patterson and the said committee in 1804, and thereto annexed, whereupon it was agreed that all the work done by Patterson should be measured and valued by two persons therein mentioned according to certain rates, called in Georgetown old prices, and the sum certified by them should be taken by both parties, in their settlement, as the amount thereof. It was also thereby agreed that the outhouses, respecting which there had been no specific agreement, should be measured and valued by the same persons in the same manner. The agreement of 1804 referred to in and annexed to the agreement of 1807 was also offered in evidence by the plaintiff, and states that Patterson had agreed with the committee to do all the carpenter's work required, agreeably to the plan of the new bank, and states particularly the manner in which it was to be done, and that "in consideration of the work being done" as stated, the committee agreed to pay Patterson $3,625 as full consideration, and that if, when the work should be finished, the committee should be of opinion that that sum was too much, Patterson agreed to have the work measured, at the expense of the bank, by two persons mutually appointed, who should take the old prices as the standard, and in case the bill of measurement did not amount to the sum of $3,625, Patterson agreed to take the amount of measurement for full satisfaction. The plaintiff then read in evidence a paper of particulars of the work, certified by the persons named in the agreement of 1807. The defendants offered in evidence the plan of the building, and that it was built principally according to that plan, and the agreement, and that any work other than that stated in the plan and agreement was to be charged separately as extra work, and that it was so charged by Patterson, before 10 December, 1807, the date of the 2d agreement, who presented the account (so charged) to the defendants, claiming the amount of the same, and claiming also for the work done under the agreement of 1804, the sum of $3,625, and proved that while the work was going on, the defendants paid Patterson sundry large sums of money on account thereof.
The court was thereupon prayed by the defendants to instruct the jury that if it believed that the agreement of 1804 was assented to by Patterson and the committee as binding between them, and that the work therein contracted for was done by Patterson, and that the sum of $3,625 therein mentioned was claimed by him on account of the same, then the plaintiff could recover for no such work, but could only recover for the work done extra of the said agreement, which instruction the court refused to give.