332 STANDARD PIPE LINE CO., INC., V. HAYNIE [174
CONST. CO . STANDARD PIPE LINE COMPANY, INC., V. HAYNIE CONSTRUCTION COMPANY. - Opinion delivered June 6, 1927. r 1. CORPORATIONS—AUTHORITY OF AGENTS.—An agreement by the agents of a pipe line company, authorized to haul and distribute pipe, to pay for the damages to the road, the use of which was necessary for distribution of the pipe, held within the 'apparent scope of their authority. 2. CORPORATIONS—AUTHORITY OF A GENTS. — One dealing with the agent of a corporation is put upon notice of limitations of his authority, and must ascertain what that authority is, or deal with such agent at his own risk. • CORPORATIONS—POWER OF AG/WT.—The power of an agent of a corporation to bind his principal is determined by the actual authority expressly given him, and by the authority necessarily implied in order to carry out or perform the duty he is directed to do. 4. APPEAL AND ERROR— CONCLUSIVENESS OF VERDICT.—The verdict of a jury upon conflicting testimony is conclusive on appeal. Appeal from Little River Court ; P. E. Isbell, Judge ; affirmed. Arnold & Arnold, for appellant. A. P. Steel, A. D. DuLaney and John J. DuLaney, for appellee. KIRBY, J. Appellees, contractors for the construction' of a gravel road in Road Improvement District No. 6, Little River County, brought this suit against the pipe-line company, appellant, for $185.25 damages alleged to have been caused by appellant to the roads under construction by the contractors and before its completion and acceptance by the district. The testimony tends to show that, while T. S. Haynie and Brown Arnold, a partnership, the Haynie Construction Company, were engaged in the construction of this road, the pipe-line company was engaged in stringing the pipe and constructing a pipe line through the road - district, and was using the uncompleted road in hauling and distributing the heavy pipe therefor ; that the contractors objected to the use of the road; that Lee and Allison, both for the pipe-line company, agreed to pay t,
ARK.] ,STANOARD PIPE LINE CO.; INC., V. HAYNIE 333 CONST. CO . the cost of any necessary repairs to the road if they were ", allowed to continue to use it in the distribution of the pipe ; that, after this agreement, they continued to , use the road from the 15th to the 20th of November in distribut-,ing the pipe, and . plaintiffs were compelled to use $175.24 worth of gravel and an operator at a cost of $10 to recondition the road after such daynage. , , , The pipe-line company denied having made any such agreement and that any agent with authority to do so had attempted to make or even been consulted about it. Plaintiff 's testimony tends to show that agreement was made with a Mr. Cummings, whose office was in AshdoWn, and who was said to be superintendent of the pipe-line company, by B. C. Jenkins, superintendent of construction and bookkeeper for the Haynie Construction Company. They agreed 'that damage would result from such use by the pipe-line company, and CuMmings \ said, if they would permit his company to haul pipe over the new road, his company would pay for putting new gravel on the damaged portion and fOr grading and shap- ing the road after the haulingwas completed. The agreement was made early in November, probably , after \ one load of pipe had been hauled. The damages to 'be i paid under the agreement were to be the actual cosi of repairs to the Haynie Construction Company, 'as Stated by Jenkins. After the repairs were made, the bill was presented to -Cummings, who said he would 0. K. it and forward it to the Shreveport office, which would allow it and return the check in payment, but this was never done. The pipe was being hauled frOin Wilton, where it was being shipped by train, on the gravel road to the loca- tion west; where it was to be used in constructing the line. " This was the only road leading from Wilton to where they wanted to haul the pipe, except an old road they could not 'use because of the heavy loads they were . hauling s and bad weather conditions." Haynie testified that the contract was m , ade w ' ith Mi . . Allison, who appeared to , be the . foreman of the com- S, 'pally—lie Was riding ' horseback-I -and' that the damage
334 STAND'ARD PIPE LINE CO., INC., v. HAYNIE .[1.74 CONST. CO . was done by the hauling of the heavy pipe over the road, and that : the actual cost of- the repairs was the . amount claimed. • CumMings . testified : that he was . in the employ of the pipe-line conipany as clerk to the district foreman; when Jenkins Came to the office' and'complained that a truck was tearing up the road; that he -was on the road during the time the pipe-line company -was hauling pipe ; that he went to pay off the Men, which was done twice a month; that he made one or two . trips a day over •he, road west of Wilton, checking up on labor and seeing that all were furnished with tools. Said Allison . was the . foreman out . there, ,to see that the hauling was done and how much-was done; that Lee, the district foreman, who was authorized to make contracts with reference to the work, was not in town, "and Allison ,and • I had authority to. move the trucks and put on wagons, and did sO, at which time. they had been running three or four days. We had two miles of pipe. to. haul. A joint of pipe was .21 feet long and weighted 750 pounds. It was muddy . off the gravel roads,. and we saw , the road was open, and used it." Witness knew that the road was being worked. on, and, if there was any such agreement, Allison and himself . made it ; that 'they took. the trucks off . the road on Jenkins' complaint, and. he turned the, bill in the 'latter part of December. . - Allison stated that he was assistant "stringing . foreman" of the pipe-line company in -Little River County, -and went to Ashdown with- Mr. -Jenkins, Who had told him..that they would like for him to. take the trucks off the road or agree to pay for the damages. . Witness took Jenkins to Lee's office, but Lee was not there,, and Cum-mings, Jenkins and himself were the only ones present. Jenkins asked them, not to use the trucks any more, and there was probably two miles of. pipe to . be distributed from the station,- and that they took the trucks off. the foad, as. they had the authority , to use the trucks or take. them.off. and put on. wagons without consulting • IVIr. Lee, the foreman. Allison said . further: that. hauling and
ARK.] STANDARD PIPE LINE' CO., INC., v. IlAYNTE 335
CONST. CO . stringing. the pipe along the pipe line would be part of the construction,. and also. directing when and where the trUcks and, wagons.. should haul; that Cummings ; 'had authority to do that, .but nothing to. do with stringing the pipe; that he was stringing foreman; . also• that; after the agreement, 'the .pipe-line company did• haul its pipe over that road and got the benefit of passing over it. It was pretty . bad hauling over other roads: Witness heard no complaint "from any of .my foremen . or superintendents about 'this agreement having been made." There was 'some testimonY tending to show that .the ioad was being used indiAcriminately'hy -the traveling' public, but one of the commissioners testified that it had not been completed . nor accepted by the district, and- the plaintiff's witneSses testified that they had made - the tie-haulers and all other heavy traffic -quit using the road. • The courOnstrueted the juiry; and from this judgt ment against the . pipe 'line cOnipany this appeal is prosecuted. • Athiellant in§ists that no agreement . Was, made by it nOr hy. anY . of its , agent§ adting within . the scope of their authority to pay for damages or repairs for the 11. e of this road: The clerk of it . s superintendent 'of construction, in the absence of the superintendent,. Was shown to have made this agreeinent, which was concurred. in by the "assistant stringing foreman," whose duty it was to see to the distribution of the pipe along 'the right-. 4-way . and the putting it intO the ground and' connecting into a pipe line. .The testimony • shows that these agents or employees of the pipe-line company had the authority 0-haul and distribute . .the- pipe, put it into the ground • and connect it tip, and the *undisputed testimony shows :that -the gravel 'road under 'construction was the only one that could be.used to -any advantage-in the performance of this work, the dirt roads- being. in bad condition 'on acconnt . of 'the weather. ' That -appellee was in possession - of the uncompleted gravel' road .under constructiOn, with the right to . exclude 'appellant's trucks and teains . .from the use of-it.. That they continued the
336 STANDARD, PIPE LINE CO.; 1NC., V. HAYNIE [174.
CONST. CO . use of it, after objection was made, by consent of the contractor of the road district, under an agreement to pay the damages caused by such use, according to the testimony on the part of appellees, and on their change from trucks to wagons for the hauling, as attempted to be shown by appellant. Neither is it disputed that it cost the amount claimed for. reconditioning and repairing the road after its continued use by appellant. It is true that one dealing with an agent of a corporation is put upon notice of the limitations of his authority, and must ascertain what the authority is or deal with such agent at his own risk, but the power of the agent to bind his principal is determined_ by the actual authority expressly given him and by authority necessarily implied in order to carry out or perform the duty he is directed to do. .As said in the case of United States Bedding Co. v. Andre, 105 Ark. 111, 150 S. W. 413, 41 L. R. A. (N. S.), 1019, Aim. Cas. 1914D, 800 : "This implied authority to do acts by which the principal will be bound, which are not expressly authorized, is also spoken of as those . acts which are within the. apparent . scope of the agent's authority. But, to authorize an inference of authority in an agent, it must appear that the thing done or transaction made was necessary in order to promote the duty or carry out the purpose expressly delegated to him." . 'This court approved, in Pierce v. Fioretti, 140 Ark. 313, 215 S. W. 648, the following as a correct statement.of the law from 2 C. J. 573 : . . "Apparent authority in an agent is such authority as the principal:knowingly permits the agent to •assume or which he holds the agent out as possessing; such authority as he appears to have by reason of the actual authority which he has ; such authority as a reasonably prudent man, using, diligence and discretion, in view . of the • principal's • cc:induct, would naturally suppose the agent to possess." See also Lumber Co. v. Fowler, 137 Ark. 418, 208 S. W. 786 ; Ferguson V. Ougdon, 148
Ark. 295, 230 S. W. 260; Denton v. Auto Co., , 147 Ark. 415, 227 S. W. 608; and Forrest v. Benson, 150 , 89, 233 S. W. 916. This is not o s much an agree -ment to bind the Prin cipal to the payment of damages as appellant contends was beyond the apparent scope of the authority Of its agent, but rather an agreement for procuring the use of this road, indispensably necessary for the distribution of the pipe for the construction of the pipe line by appel- lant's agents and employees having the matter in charge, and was binding upon the appellant, being, if not expressly authorized, easily within the apparent scope of the authority of its agents. There is no question of ratification of the unauthor- ized acts of appellant's agents in this case, and no prej- udicial error could have resulted from the giving . of instruction No. 3 complained of. The testimony was conflicting to some extent on the terms of the agreement made for payment for use of the road, but all doubts have been resolved in appellee's favor by the jury, and its verdict will not be disturbed. No prejudicial error appearing in the record, the judgment is affirmed.
You are being directed to the most recent version of the statute which may not be the version considered at the time of the judgment.