United States Supreme Court Cases & Opinions

U.S. Supreme Court

Indianapolis Rolling Mill v. St. L., F.S. & W. R., 120 U.S. 256 (1887)

Indianapolis Rolling Mill v. St. Louis, Fort Scogg and Wichita Railroad

Submitted January 7, 1887

Decided January 31, 1887

120 U.S. 256

Syllabus

The president of a manufacturing corporation who is also its superintendent, having general authority to contract by parol contract without the corporate seal for making and delivering its manufactured goods, has like authority, unless the power is withdrawn, to authorize the termination and release of such a contract.

A board of directors of a corporation to whom the president of the company communicates his execution of a contract on the part of the corporation, which is within its corporate powers but unauthorized by the board, will be presumed to ratify his act unless it dissents within a reasonable time, and a delay in the disaffirmance of six months after knowledge of the act is an unreasonable delay.

This was an action at law on a contract for the sale and purchase of railroad iron. Judgment for defendant. Plaintiff sued out this writ of error. The case is stated in the opinion of the Court.