Robert Cooper Grier

“ The president of the company has, as such, no power to bind the company by contract; he may be authorized to act as the special agent of the company in some particular case, or generally in the performance of some prescribed duties. His power as agent of the company cannot be without scope or limit. An act of the board authorizing the president to act as universal agent, with unlimited authority to act for, and dispose of, the property of the company, would be a violation of the charter, and void. ”

“ The first set forth a parol contract made with William Gunton, president of the steamboat company and general agent thereof, in which it was agreed that the plaintiffs should construct and place on board the steamboat Columbia a certain machine invented by Sickles, called a 'cut-off,' at their own cost; that the machine should be tried, and, if it was found to produce any saving of fuel, that the cost of putting it in operation, not exceeding two hundred and fifty dollars, should be first paid out of the savings of fuel effected by the machine ”

“ The plaintiffs allege that a special mode of testing the value of their machine, in contrast with that previously used on board the defendants' boat, was agreed upon by the parties, and constituted part of their contract; the experiment was, as they allege, to be made on board the Columbia. It was therefore wholly immaterial to the point in issue on the first or special count what had been the result of experiments made on board steamboats in Baltimore or Washington; the defendants had no notice of such experiments, were not present at them, and ought not to be affected by them. ”

“ Two piles of wood should be taken of equal dimensions; one pile should be used with one of the cut-offs, and the other pile with the other cut-off, under like circumstances, and the length of time required in the consumption of the said piles of wood, respectively, should be taken as the evidence of the difference in the amount of savings in the one over the other; and if the said machine produced no saving, it was to be taken off, and the boat restored to its former condition, at the expense of the plaintiffs. ”

“ By the contract as proved and declared on, the defendants, after the machine has been erected on their boat, are to continue to use it 'during the continuance of the patent,' if the boat should last so long. The compensation to be paid by the defendants is to be measured by the amount of saving of fuel which the machine shall effect. The mode of ascertaining this saving is pointed out, and the ratio in which it is to be divided. The first $250 saved are all to go to the plaintiffs, and three fourths of all the balance. ”

“ The counsel for the defendants in error, with respect to the admissibility of the evidence, conceded that the evidence was not admissible under the first count in the declaration, and that it was not offered as applicable to that count, but contended that it was clearly admissible under the second count. The propriety of joining a count on the special agreement with a common count cannot be doubted. ”

“ Where there is an express contract, and a stipulated mode of compensation, the party rendering the services cannot waive the contract, and resort to an action on a quantum meruit, or an implied assumpsit. ”

“ A. T. Smith, of this city, what the understanding between Mr. Cook and yourself was in relation to this subject, and have expressed yourself willing to comply therewith. We have, as often as occasion and opportunity offered, stated to you, in the plainest terms, that your representations thus made were not the terms of our contract, and have as clearly and distinctly stated to you what that contract was. We now repeat it. We undertook to put Sickles's cut-off on the engine of the steamer Columbia, and offered to receive $1000 for the right to use it. ”

“ Respecting the last prayer, the plaintiffs in error contend that the court erred in refusing the instruction as originally asked for, and in giving the same with said modification.
In the third section of defendants' said charter it is provided that the affairs of the company shall be conducted by four directors and a president; that two directors and the president shall form a quorum for transacting all the business of the company. ”

“ The jury found a verdict for the plaintiffs, and assessed the damages at $1800, with interest from the 9th of November, 1845. A writ of error brought these several rulings of the Circuit Court before this court for revision. ”