O'Connor v. Simpson

¶1(dissenting) — I feel impelled to dissent from the conclusion announced in this case by the majority of the court. Hadley’s agency was created solely by a conversation which occurred at the stockholders meeting, where respondent was present as president and stockholder of the corporation. All there present were stockholders, and they were discussing corporation business. When respondent then and there told Hadley to employ men to do this work, it is quite clear to my mind that he (respondent) was speaking as an officer of said corporation, and not in his individual capacity. All present were there for the express purpose of considering and dealing with affairs of the corporation. The fact that the corporation treasury was empty, and that respondent agreed to advance the corporation, or for its benefit, the money to pay for this *628work, was a business matter between respondent and tbe corporation, but did not create any contractual relation between respondent (as an individual) and tbe men employed by Hadley. A man’s language must be interpreted in tbe light of bis surroundings, and witb special reference to tbe subject matter under discussion. Sitting in tbe meeting witb other stockholders and officers, and being there for the express purpose of dealing witb corporation matters, was it not tbe natural thing for him to have spoken as such officer, rather than as an individual intending to bind himself personally ? As such officer, be was speaking for tbe “corporation, whose officers and stockholders were then and there present. I think tbe trial court was justified in believing that respondent, in bis talk witb Hadley, was speaking for tbe corporation, and not as an individual intending to bind himself personally. The assembled stockholders having arranged among themselves that respondent was to furnish the means to pay for tbe work, then proceeded to hire men to do tbe work. Because, in doing tbe latter, their spokesman diappened to be tbe same officer (respondent) who bad agreed to furnish tbe money, makes it no less tbe act and obligation of tbe corporation..