Baker v. Johnson County

The court instructed the jury, in substance, that the action of the board of supervisors, as set out in the record of then proceeding, constituted a contract in writing and was not, therefore, barred by the statute of limitations. This xuiling of the court is the foundation of the only error assigned and presented in argument by defendant’s counsel. Its consideration demands our attention.

1. A corporation acts only through its proper officers. Its action, like the action of individuals, requires the exercise of determination, of will, which, however, can only be exerted by those intrusted with the duty of controlling its affairs. When called upon to act these officers think, reason, will and determine for it. In the case of an individual, determination to do a particular thing results from the exercise of his mind and is kept therein by the powers of memory. In the case of a corporation its determination is the act of its officers and is preserved in its records, or is proved otherwise by establishing the particular act of determination. The records of corporations should contain the decisions of the body, when made, upon all questions — they should be, as it were, its memory of purposes and intentions.

In the case before us, the county resolved, determined, to. employ an agent for the purposes mentioned, and to pay him the compensation named. This determination is preserved in the record before us. It is simply the record of the decision of the corporation, made by its proper officers upon the question presented to them for consideration'and determination. ' It partakes of no characteristic of a contract. ■ It is simply a declaration of the purpose of the .county, to do certain things, preserved in writing. The fact, that the plaintiff was elected agent under this resolution so preserved, does not make it a contract. The acceptance of .the agency by plaintiff, who knew the price which defendant had determined to pay for his services, and the offer of defendant to pay that sum, raises a eon-*154tract between them to the effect that plaintiff shall serve for the specified compensation. Suppose the case to have been that defendant had been elected agent and had been kept in ignorance of the price defendant had resolved to pay for his services, would the record of the board preclude him from recovering a greater sum, if the services should have been worth more \ It is very plain that the recorded action of the supervisors is not, in itself, a contract, but that the acceptance and service of plaintiff under the terms therein set out raised a contract between the parties. That contract is not in writing. Its terms may be found in the record, but the contract itself is not found there. In the view of this question, taken by the court below, every contract made by a corporation or its officers under authority granted by resolution, entered of record, would be a written contract, and would be found in the recorded resolution itself. This result cannot be admitted. Corporations may make contracts, either written or verbal, within the scope of the powers granted by their charters. What the law regards as a verbal contract between individuals must be deemed to be of the same character when a corporation is a party thereto. The contract before us, as between individuals, if proved by the same character of evidence, would not be regarded a written contract. An illustration will make this plain. A, by written directions to his agent, informs him that he has determined to have a particular work performed, for which he will pay a stated price, and that he has selected B to do this' work. The agent is directed, in the same writing, to carry out the will of the principal. Can it be pretended that as between A and B there exists a written contract, which is the written direction and authority to the agent ? This is the precise case made by thq record before us.

II. The plaintiff did not present his claim to the board of supervisors until October 16, 1865. A county cannot be sued upon an unliquidated claim until it has been pre*155sented to tlie board of supervisors and payment demanded. Chap. 93. Acts of 9th Gen. Assembly; White v. Polk County, 17 Iowa, 417. Plaintiff insists that, as he could not have brought suit until his claim was presented, the statute did. not begin to run until that was done. Put the statute begins to run. when the cause of action accrues. Rev., § 2740, ¶ 1. Plaintiff’s cause of action accrued upon the completion of his services, October 16, 1861, which was prior to the act above cited, requiring unliquidated claims to be presented to the board 'of supervisors before suit. He could have commenced his action before the statute was enacted.

Put, under the statute, he had a right of action from October 16,1861 — his cause of action at that date accrued. Pet'ore Ke could institute suit he was required to present his claim to the supervisors. This did not cut off his right of action, and it cannot be said that, because of the statute, his cause of action had not accrued before the account was presented to.the supervisors. The statute simply requires that an additional step shall be taken, something else shall be done, in pursuing the remedy by action. It, by no means, interferes with the right of action.

In our opinion, the action was barred by the statute of limitations. The instructions given by the court were, therefore, erroneous. The judgment of the circuit court is

Reversed.