not take place under the influence of the confidential relation already established between them, and is therefore entitled to the same protection. No doubt the jury acted on this view, and we think they were quite justified in doing so. The result is, that all the grounds for a new trial fail, and the rule must be discharged.

Rule discharged (a).

(a) Edwin James, on the 5th of June, applied for leave to appeal, but the application was refused.

May 29, 30.

BROWNING V. THE GREAT CENTRAL MINING COMPANY OF
DEVON (LIMITED).

In 1859, R. was DEBT.-For the wages of the plaintiff as manager for

owner of a

mine which he the defendants.

proposed to

sell to a projected Joint Stock Com.

pany. On the

Plea.-Never indebted.

At the trial, before Channell, B., at the last Somersetshire 12th February, Spring Assizes, it appeared that at the beginning of 1859 one Ross was possessed of a mining set, which it was proposed

1859, there

was a meeting of the promo

ters of the Company, at which it was resolved that the plaintiff should be ap

that he should sell to a projected Joint Stock Company. On the 12th of February, 1859, there was a meeting of

the promoters of the Company, at which it was resolved, that the plaintiff should be appointed captain of the mine, of the mine at a salary of eight guineas a month, to be increased to ten

pointed captain

at a certain

salary, "such

salary to commence at the completion of the contract with R.," who was one of the promoters of the Company. This resolution was communicated to the plaintiff. On the 9th March the agreement for the sale of the mine to R. was executed. On the 25th March there was a meeting of the promoters of the Company at which the memorandum and articles of association were executed, and a prospectus was approved of, which described the plaintiff as "captain and local manager" of the mine. On the 28th March the Company was registered under the Joint Stock Company's Acts, 1856, 1857. On the 31st March there was a meeting of the Company at which three directors were present, when the minutes of the meeting of the 25th March were read and the prospectus approved at that meeting was "submitted and approved." The plaintiff acted as manager of the mine, and in an action by him against the Company for his salary, the jury found that he acted for the Company and not for R. There was no conveyance of the mine to the Company.— Held, that there was evidence of the appointment of the plaintiff by the Company as manager of the mine, and that he was entitled to recover for his service in such capacity.

guineas; "such salary to commence at the completion of the contract with Ross." This resolution was communicated to the plaintiff. Ross was one of the promoters of the Company. On the 9th of March an agreement for the sale of the mine was signed by Ross. On the 25th of March there was a meeting of the promoters of the Company, at which the memorandum and articles of association were executed, and a prospectus was approved of, which described the plaintiff as "captain and local manager" of the mine. On the 28th of March the Company was registered under the Joint Stock Companies Acts, 1856, 1857. On the 31st of March there was a meeting of the directors of the Company, at which three directors were present, when the minutes of the meeting of the 25th of March were read, and the prospectus approved at that meeting was "submitted and approved." The articles of association were in evidence amongst which were the following:

❝53. The business of the Company shall be managed by the directors, &c."

"54. The directors are hereby authorized to carry out, on behalf of the Company, an agreement which has been entered into with E. A. Ross, Esq., for the purchase from him of the right to dig and search for minerals, &c., with such variations as they may think necessary, or may be requisite with reference to the state of the title, or otherwise, and to complete such purchase as soon as may be."

"55. The directors shall have all powers necessary for thoroughly exploring, working, and developing the resources of the mines, and for that purpose shall have full power, &c., to employ such managers, agents, captains, miners, and other workmen and servants, and generally to act in and about the premises in such manner in all respects as they shall, from time to time, think most proper and expedient for effectuating the object of the Company."

1860.

BROWNING

v.

GREAT CENTRAL

MINING CO.

1860.

BROWNING

v.

GREAT CENTRAL MINING CO.

"58. They shall also have power to elect and dismiss the secretary, manager, agents, and miners' captains," &c.

"71. The directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings as they may think fit; three shall be a quorum necessary for the transaction of business."

A second prospectus was afterwards published by the defendants, which set out a report by the plaintiff, dated the 26th of April, describing the plaintiff as "their agent on the mine," "their managing agent," &c. Two letters to the plaintiff from the secretary of the Company were put in; they were as follows:

66

"Great Central Mining Company of Devon (Limited), "Offices, 70, Cheapside, E.C.

Capt. Browning. May 10, 1859. "Dear Sir,-Will you be good enough to send up some of the finest samples of tin and copper ore from the two lodes in Smith's Wood, and oblige, yours faithfully.

"ERNEST G. FELLOWE."

“Great Central Mining Company of Devon (Limited), "Offices, 70, Cheapside, E.C.

Captain Browning. "July 16, 1859. "Dear Sir,-Yours of yesterday's date is to hand. Please ascertain whether some of the adjoining mines will let us have the use of their crushers upon paying them a rental. Also please say what quantity of fine tin the present shaft would yield when dressed, and the lowest market price per ton, and what amount the stuff would realize after the expence of dressing, carriage, and rental of crushers. Your reply will oblige, yours faithfully,

"ERNEST G. FELLOWE, Secretary." The contract with Ross was acted upon by the Company, but was afterwards rescinded. The mines were never

TRINITY TERM, 23 VICT.

worked, but the plaintiff continued to correspond with the defendants till the end of the year.

The learned Judge told the jury that the defendants could not employ the plaintiff before they came into existence as a Company, on the 28th of March, by registration; that if a contract was made before the 28th of March, which the Company afterwards adopted, the effect was the same as if the Company had made the contract; that the Company was not liable for the acts of the promoters, but if, in a legal manner, they had ratified the contract of the promoters, the contract became theirs. His lordship also said that the resolution of the 12th of February was not a proposal to appoint, but an actual appointment of the plaintiff as manager, to take effect "on the completion of the contract with Ross:" that the contract was completed on the 9th of March, when it was executed: that the intention of the promoters was that, it being uncertain whether the negotiations with Ross would result in a contract, the plaintiff's salary was not to commence till the contract was completed: that if the defendants came to an agreement with Ross, they were not at liberty to put an end to it so as to defeat the plaintiff's claim to salary: that nothing which took place before complete registration would affect the Company, unless after complete registration they adopted it: that if there could be no adoption of the appointment of the plaintiff as manager, except by a positive resolution appointing him, there was no evidence of such appointment. He would however hold that no such formal resolution was necessary, and he left it to the jury to say whether there had been a resolution finally adopting the appointment of the plaintiff. Referring to the terms of the second prospectus, he asked the jury whether the Company could appoint a manager by any resolution other than one in their books, telling them that there had not been such an appointment,

1860.

BROWNING

v.

GREAT

CENTRAL MINING CO.

1860.

BROWNING

v.

GREAT CENTRAL MINING CO.

EXCHEQUER REPORTS.

The jury found that there was a contract by the Company to employ the plaintiff; and a verdict was entered for him, leave being reserved to the defendant to move to enter a nonsuit.

Carter, in Easter Term, obtained a rule to enter a nonsuit, pursuant to the leave reserved; or for a new trial on the ground of misdirection, in the learned Judge telling the jury that the completion of the contract with Ross meant the signing of the agreement; and that, although a contract with the promoters was not binding on the Company, yet, if the Company ratified and adopted it, they would be liable.

Collier and Kingdon now shewed cause.--The 41st section of the 19 & 20 Vict. c. 47, provides that "any contract which, if made between private persons, would by law be valid, although made by parol only and not reduced into writing, may be made by parol on behalf of the Company by any person acting under the express or implied authority of the Company." The contract with the plaintiff was not one which would by law be required to be in writing, if made between private persons. The appointment of the plaintiff was recognised by a meeting at which a quorum of directors were present. That was a ratification of the contract made with the plaintiff by the promoters, and rendered it binding on the Company. In Reuter v. The Electric Telegraph Company (a) a Company was incorporated by Royal Charter. By the deed of settlement the directors were to manage the business of the Company; but all contracts above a certain value were to be signed by at least three individual directors, or sealed with the seal of the Company under the authority of a special meeting.

(a) 6 E. & B. 341.