The several questions, relative to the admission of the testimony offered by the plaintiff, in our opinion, were correctly decided, by the superior court. Brooks was clearly a competent witness. A party to the transaction out of which the action arises, and possessing a community of interest in the subject, is, nevertheless, a competent witness, unless he be either a partner, or immediately responsible in the suit, or interested in the record. No interest in any disputed question will render a witness incompetent, who is not interested in the particular result, or in the record. 2 Stark. Ev. 781. Bent v. Baker, 3 Term Rep. 27. 3 Stark. Ev. 1729. The witness, in this case, was a party to the contract, by virtue of which the plaintiff claimed an exemption from the payment of toll. But he was no party to the suit, and could neither gain nor lose by the decision of the cause either way. His connexion with the plaintiff in the contract, was not such as to constitute him a partner; nor could the record in this case be evidence for, or *421against him, in any suit between him and the company for a similar injury. The defendants, by refusing the plaintiff liber ty to pass their gate, without the payment of toll, may have done no injury to the other parties to the contract. They may have continued, notwithstanding this refusal, to enjoy their exemption. The interest of the witness might affect his credit, but was not sufficient to exclude him from testifying.

The acceptance of the road, after it was completed, by a majority of the directors, was sufficient.

The evidence that the defendants’ gate-keeper, for a long period of time after the making of the road, permitted the plaintiff and his associates to pass their gate, without the pay. ment of toll, was properly admitted. The company could act only by their agents; and the act of the gate-keeper, within the scope of his authority, might well be considered ,as the act of the company. It was proper to shew, the acquiescence of the company in the claim, that the contract had been fulfilled, by the other party, and the road accepted by the directors.

The defendants offered evidence to prove, that at the time of the injuries complained of, and for a long time previous thereto, the plaintiff and his associates had suffered that part of the road, which they had agreed to maintain, to be out of repair ; that they had been notified, by one or more of the directors, of the insufficiency of the road, and had been requested to repair it; which they had neglected to do. This testimony was rejected, by the court, upon the ground, that the directors had not assembled as a board, and made an adjudication respecting the insufficiency of the road. In this part of the case, we think the superior court erred. The directors were the agents of the company. Neither the law nor the terms of the contract required them to have any formal meeting, or to make any formal adjudication. The contract specified the manner in which the road was to be made and kept in repair. If this was done according to the terms of the contract, the plaintiff and his associates were entitled to the exemption agreed upon. The directors had no right to act capriciously. They could not, by withholding their approbation, unjustly deprive the builders of the road, after they had done all that was required of them, by their contract, of the stipulated reward for their labour.

On the other hand, if the plaintiff and his associates had suffered the road to remain out of repair, for a great and un*422reasonable length of time after they had been notified, by the of the condition of the road, and had been requested . . . . , , , . . . . . . . . to repair it, they violated their contract and forfeited their ex-f|om ^le Payment of toll, during the continuance of the insufficiency of the road. The defendants, in our opinion, ought to have been permitted to show these facts in exculpation of their conduct. A similar principle was recognized in the case of Somers & al. v. Miner, 9 Conn. Rep. 458. This court there held, that it was not necessary to produce a vote of an association of ministers approving a clergyman ; that the association was not a corporate body, — and no legal proceedings were required of them. All that was necessary was, to shew their approval; and that it was of no importance in what manner that was proved, provided the fact were shewn. The acts of a majority of the association were holden sufficient.

We think, therefore, that in consequence of the rejection of the evidence, offered by the defendants, and upon that ground alone, a new trial must be granted.

New trial to be granted.