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ure to notice by-law 17 for a poll, all the matters now alleged as affecting invalidity were taken by the board at defendant's instance, or happened under its supervising. With the transcripts of all the proceedings of the board before it, and having submitted the same to the scrutiny of its counsel, defendant itself prepared the debentures, and sent them to plaintiff for execution, without a word of criticism respecting the state of the record. In its letter of April 22, acknowledging receipt of transcripts of proceedings, defendant said:

"We will turn same over to our attorneys and promptly advise you as to the result of their examination."

The sending of the blanks for execution, and at the same time offering no criticism of the record, was tantamount to an approval, and opportunity thereafter to disapprove on grounds then in evidence became exhausted. It cannot be that the right to reject remained should defendant repent its tender. The cases cited by the defense (U. S. Trust Co. v. Guthrie Center (Iowa) 165 N. W. 188; Thurman v. City of Omaha, 64 Neb. 490, 90 N. W. 253) are not in point, because of the active participation, in the instant case, of defendant in the production of the debentures. In the lowa case, supra, a very late decision, in which authorities are extensively reviewed, it is held that the refusal must be reasonable, even if on mistaken grounds—its good faith obvious. We know, of no authority to the point that such a reservation as this is effectively used, when its exercise is attempted on the ground that the party's own handiwork in the result has produced theoretical defects.

Defense numbered above 5 has already been fully considered in our conclusion that by-law 17 was mere surplusage.

Defense No. 6, has, in our judgment, but a color of strength. If there had, indeed, been a substantial misrepresentation of fact, such a defense, of course, would be subject to serious consideration, if made at the right time. Here, however, we are unable to find any such misrepresentation, and we do this without determining the issue of veracity between Mr. Mann, the representative of the defendant, on the one side, and the several officers and members of the board, on the other, speaking to the same subject. The subject-matter of their alleged statements was the extent of the district and the amount of land to be assessed for school purposes. It is quite evident that, if there was any misunderstanding at all upon the question, it was due to the fact that the school officers spoke with a knowledge of the law of the province on these matters, and Mr. Mann heard in actual, probably, but certainly not in legal, ignorance thereof.

Substantially all that is claimed by defendant by way of misrepresentation was that the school officers stated to Mr. Mann that the limits of the district were the same as the city, and that all the lands in the district were subject to taxation for school purposes. These statements, interpreted in the light of the laws to which we have already referred, were literally true. The district had the same limits as the city, but the law provided for the anomaly of two districts having the same boundaries. The school officers had the right to assume that one

there for the purpose of buying debentures understood the laws pertaining to such obligations. These alleged statements are readily seen to relate themselves exclusively to the laws when we consider them to be, as they are, but opinions as to the way in which the laws affect property within the geographical lines of the district. At the very best for defendant, the statements direct a scrutiny of the law as the only criterion of their credibility.

Together with the alleged statements to Mr. Mann, the officers of the board exhibited a document, known as “Information, re Sale of Debentures,” containing statistics relating to the extent of the district and the amount of taxable property, with other pertinent information. This statement has, indeed, an ambiguity in it, which is resolvable, however, when read in the light of the law, or, at the least, its terms are sufficient to excite inquiry to one heeding the law. The area of the district is given therein as “7,850 acres, same as city of Regina." In the same statement, however, the city's net assessment is given as $54,966,142, and that of the district (having the same area !) at $50,711,054. School rates are based upon the municipal assessment, and the collection is done by the city officials (section $9, chapter 101, Exhibit 3J), and, “subject to the School Act” (thus referring the inquirer to the sections which provide for separate schools), the property liable to be taxed for school purposes shall be that under taxation for municipal purposes (section 90, chapter 101). To one, then, with knowledge of the pertinent laws, the ambiguities of this statement disappear-the public school district has a tax roll of $4,255,088 less than that of the city, because there is a separate district in the same area. This document must be construed as a whole; so construed, it does not misrepresent. The authorities offered as typical cases of misrepresentation of fact justifying rescission (Long v. Athol, 196 Mass. 497, 82 V. E. 665, 17 L. R. A. IN. S. 96, and McManus v. Philadelphia, 211 Pa. 394, 60 Atl. 1001) present facts so at variance in character with those before us as to be of no persuasion to an opinion contrary to the above.

[8] It is the first two defenses which are most extensively argued. At great length both sides, searching ancient authorities, discuss the necessity for a corporate seal in the contract between plaintiff and defendant, and earnestly are argued the features of the so-called con tract which, defendant claims, demanded ultra vires acts of the plaintiff. What counsel on both sides mean by the contract here is the written proposition of defendant, which we have quoted in the statement of the case, followed by the resolution of the board accepting the same, which latter, defendant claims, should have been sealed of record to be valid. The question of necessity for a seal is important only in the view which may be taken that the ultra vires terms may be eliminated, leaving a complete agreement within the power of the district to make. It seems, therefore, advisable to notice it, considering the value attached to it by counsel on both sides.

Passing upon the question, we reach the conclusion that, at common law, a seal was not necessary in such a situation as here. The corporation, by the statute, consisted of the five trustees only; the

unsealed resolution was formally recorded as the act of the corporation in session, and we do not think that to have impressed a seal upon the record page would have added to the force thereof as binding the corporation to the act there engrossed. A by-law must be sealed, because the statute (106) says so; but nowhere else is it required that any other record page be sealed as a formality of official action. Section

88 says:

"No act or proceeding of any board shall be deemed valid or binding on any party which is not adopted at a regular or special meeting at which a quorum of the board is present."

Unless the converse, that any act or proceeding adopted at a proper meeting (within the corporate power to do, of course) is “valid or binding,” is an interpretation in derogation of the common law in force in Saskatchewan, and hence to be seriously questioned, that would seem to be a necessary corollary. As far back as 1 Anne, Chief Justice Holt said (Mayor of Thetford's Case, 1 Salk. 192):

"That though a corporation cannot do an act in pais without their common seal, yet they may do, an act upon record.”

And the reporter says that this conclusion was reached “after search of precedents which were found both ways," a situation which two centuries of adjudication has not relieved. The discussions of Mr. Justice Gwynne and Mr. Justice Patterson, in deciding Bernardin v. Municipality of North Dufferin, 19 Canada Supreme Court, 581, we think, clarify the question as applied to the instant facts. The authorities upon which both sides here mainly rely are there considered and compared, to the result, we think, of justifying the conclusion that, except as particularly demanded in case of a by-law, intra vires acts of record, taken regularly at a proper meeting of the board in question, need not be sealed. It seems very clear that the English and Canadian decisions brought to our attention, when analyzed respecting their individual circumstances, justify the language of Mr. Justice Story in Bank v. Dandridge, 12 Wheat. 64-68, 6 L. Ed. 552, that the common-law doctrine that a seal is necessary to evidence acts of a corporation aggregate is “inapplicable to acts and votes passed by such corporations at corporate meetings."

The consideration given to the apparently conflicting authorities by the two justices in the Bernardin Case establishes that the classification of the exceptions to the rigid common-law rule, employed by the text-writers, such as Anson, is much too inelastic and restricted. The language used by Mr.. Justice Gwynne, on pages 591 and 592 of the Bernardin Case, becomes all the more persuasive to the conclusjon we reach here, when the difference between the North Dufferin and plaintiff corporations is understood. In the case of the municipality of North Dufferin, it was all the inhabitants who constituted the body corporate, whose authority is committed, in exercise, to a representative body (the council) for convenience. In the instant case, the very individuals who acted of record on April 16 are the corporation, not the ratepayers of the district.

While we have not passed unnoticed the numerous authorities cited on this question, it is impossible to consider them all. It is sufficient here to point out criteria which differentiate from the case at bar certain of them which superficially seem important. Thus Manning v. Winnipeg, 21 Manitoba, 203, turns on the fact that, by charter, the city council could act in the premises only by by-law which should be sealed, and the same limitation marked the municipal law of Ontario, which affected the decision in Leslie v. Township of Malahide, 15 Ontario, 4. In the former case on appeal, Mr. Chief Justice Howell distinguishes Bernardin v. Municipality of North Dufferin, supra, on this precise point, and directs attention to the divergence in facts in this respect between that case and a subsequent decision of the same court (Waterous v. Palmerston, 21 Canada Supreme Court, 556). In the case at bar no such imperative legislation exists.

We therefore see no objection in the common law to construing section 88 as sustaining the validity of a contract closed of record without seal, as here. Whether or not that part of the opinion of Mr. Chief Justice Wetmore in Brandon Construction Co. v. Saskatoon School Board, 5 Saskatchewan, 250, which is to the same effect, is mere obiter, as claimed by defendant, upon which we entertain no judgment, it seems to us to very clearly state the local law, with which the learned justice is, of course, the more familiar.

[9] We think, however, if the provision for payment of the debentures in money of the United States is to be regarded as a vital part of the contract, the latter bound neither party, sealed or otherwise. This was something which plaintiff could not lawfully agree to. Section 127, as we have seen, prescribes three alternative forms of proposed debentures, one of which, “or to the like effect,” must be followed. The first two provide that the repayment shall be "in lawful money of Canada.” The third form, which is the one the parties of necessity had in mind to, and did, follow, allows an alternative money in the shape of "pounds sterling." The fact that one alternative, only, to money of Canada, is specified, excludes the thought that any other was within the power of the board to agree to. It is notorious that rates of exchange between foreign countries fluctuate, so that there is no assurance that, even in two having the same standard of value, as well as the same denominations, the money of one may at any time be the equivalent in substantial value to that of the other; and we are decidedly of the opinion that the issue of debentures payable in the money of the United States is not a substantial compliance with the law requiring them to be made payable either in that of Canada or in pounds sterling. But the circumstances here constrain the court to hold that the provision in question does not avoid the contract as a whole. In Railroad Co. v. McCarthy, supra, the court says (page 267 of 96 U. S. (24 L. Ed. 693]): *The doctrine of ultra vires, when invoked

should not be allowed to prevail when it would defeat the ends of justice or work a legal wrong."

And in Ill. Tr. & Sav. Bank v. Arkansas City (8 C. C. A.) 76 Fed. 271, 22 C. C. A. 171, 34 L. R. A. 518, it is said, in a syllabus by the court;

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"When a divisible part of a contract is ultra vires, but that part is neither malum in se nor malum prohibitum, the remainder of the contract may be enforced, unless it appears from a consideration of the entire agreement that it would not have been made independently of the part which is void."

Here the parties put a construction upon their agreement which abandoned the ultra vires provision, thereby enabling us to say that that condition was not, in fact, an indivisible one. Of course it was not intrinsically illegal, nor may it be said that it was malum prohibitum; it was simply ultra vires—not specifically prohibited. We are therefore justified to treat the agreement or contract as if this clause were not in it. Chicago v. Sheldon, 9 Wall. 50, 54, 19 L. Ed. 594 ; Topliff v. Topliff, 122 U. S. 121, 131, 7 Sup. Ct. 1057, 30 L. Ed. 1110.

[10] But, even if we say that the agreement was void, still we think such a compact is capable of initiating mutual responsibilities upon the parties thereto which may become binding, as if by valid contract, as the parties separately proceed under it by way of execution and their procedure tends to and eventuates in a legal result, and, further, if each, in the process of execution, parts to the other with what is equivalent to consideration, i. e., in the dealings they have with each other respecting the matter, each has become under obligation to the other, or has parted with something because of the other. Any corporation, municipal or otherwise, may become bound by ratification, adoption, or acquiescence upon a contract, express or implied, which it might otherwise disavow, provided it is a compact into which its corporate powers permit it to enter. It is bound, in this respect, by the same considerations affecting individuals. This is the principle of the celebrated case of Curtis et al. v. Leavitt, 15 N. Y. 9, and the numerous cases cited amply support the text of Brice, Ultra Vires, chapter IV, section 220, and chapter VII, and of 28 Cyc., 675, 676. See City of Findlay v. Pertz (6 C. C. A.) 66 Fed. 427, 13 C. C. A. 559, 29 L. R. A. 188; First Nat. Bank of Red Oak v. City of Emmetsburg, 157 Iowa, 555, 138 N. W. 451, and notes thereto in L. R. A. 1915A, 990; Weil et al. v. Newbern, 126 Tenn. 223, 148 S. W. 680, Ann. Cas. 1913E, 25, and notes thereto in L. R. A. 1915A, 1023; Frank v. Board of Education of Jersey City, 90 N. J. Law, 273, 100 Atl. 211, L. R. A. 1917D, 206. This principle is involved in much of the argument in the decisions under the common law discussed in Bernardin v. Municipality of North Dufferin, supra, which find the special circumstances to avoid the common-law rule respecting the necessity for a seal.

It is a well-settled doctrine, of long standing, that corporations may be bound by implied contracts, to be deduced from authorized corporate acts, or even from parol acts of its officers, if not restricted by statute or charter, or if, properly executed, they would have been within specific or implied powers.

Bank of Columbia v. Patterson, 7 Cranch, 299, 3 L Ed. 351; Maher v. City of Chicago, 38 Ill. 266; Peterson v. Mayor, etc., of New York, 17 N. Y. 449, 453; 28 Cyc. 666, 667, and cases cited; Bernardin v. Municipality of North Dufferin, supra.

Upon these premises it seems incontestable that both plaintiff and defendant were bound in contractual implications respecting this is

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