Joseph Story

“ In the first place, the only evidence of such a contract with the plaintiff, is the sub-ticket itself; and that, as we have seen, purports on its face to be a contract, not of the corporation, but of Gillespie. It is certainly very difficult to maintain, that in a court of law any parol evidence is admissible substantially to change the purpose and effect of a written instrument, and to impose upon it a sense which its terms not only do not imply, but expressly repel. ”

“ The decision in that case was, that the lottery was the lottery of the corporation; that the tickets issued were the tickets of the corporation, contained a promise of the corporation, made by its authorized agent to pay such prizes as should be drawn by them; that the sale of all the tickets in the lottery to Gillespie, under the contract made by him with the managers, was not a sale of an independent right to draw the lottery for himself, and on his own responsibility alone, but was in effect a sale of the profits of the lottery for a given sum. ”

“ But it has been argued that Gillespie was himself the agent of the corporation in the sale of the whole tickets, and by fair implication, in the sale of the sub-tickets also. If it were so, it would still be difficult to show that he had a right to delegate such authority to his clerk, or that without such delegation the act of the clerk bound the corporation; for the general rule of law is, that a delegated authority cannot be delegated. ”