the doctrine that the highest agent capable of acting for the company may employ surgical aid in the proper case. Petition over ruled. LOUISVILLE, EVANSVILLE AND ST. LOUIS R. R. Co., v. MCVEY. (98 Indiana Reports, 391.) In a strictly legal sense, the board of directors of a railroad corporation are the agents and representatives of the corporation. In a practical sense, the board of directors becomes the corporation itself, so far at least as its relations to the public are concerned. Whatever authority agents, officers, and employees have, they derive from the board of directors, or governing power, unless conferred by the charter of the corporation. Before the corporation will be bound by the contracts of such agents, officers, or employees, unless authority is conferred by the charter, it must be shown that authority to so contract has been given by the board of directors, or governing body, either expressly, impliedly, or by ratification. The corporation will be bound by the contracts of its agents, officers, and employees within the line and scope of the agency, office, or employment. The duties of such agents, officers, and employees must in general be shown. When shown, the authority to contract within the line of such agency, office, or employment will be presumed. 66 Courts cannot judicially know, or presume, without further proof of the duties and powers of a road-master" than what the term indicates, that such an employee has authority to bind the corporation by a contract with a third party for nursing a person injured upon the line of the railway. A contract by an agent, etc., without authority, may be ratified by the corporation, so as to become binding upon it. The courts will presume from the ordinary meaning of the term "general manager" that such an officer has the general direction and control of the affairs of the corporation, and authority to bind it by contracts for nursing, etc., of persons injured on the line of the railway. The general manager having authority to thus contract, the corporation will be held liable by his ratification of such a contract made by the road master. FROM Floyd Circuit Court. ZOLLARS, C. J.-The only question in this case is as to the sufficiency of the evidence to sustain the finding and judgment of the court below against the appellant. The substance of the evidence is as follows: In 1882, one John Barnett was badly injured and mangled at a tunnel on the line of appellant's railway. He was removed to a hotel and appellee was employed by a Mr. FACTS. Seemans, one of appellant's road-masters, to nurse and care for him. In pursuance of that employment, appellee performed the service for some eighty days. After he had been thus employed for some seventy days, he was authoritatively notified that the road-master had ordered his wages reduced to $1.50 per day. A few days subsequent he was notified that the road-master had ordered his discharge, and that the discharge would bring the pay for the services rendered. After he had rendered about sixty days of service under the employment, he presented his bill to Mr. Snyder, the general manager of the company, who, after having asked who employed him, said that he would inquire about the matter, and see Mr. Seemans, the road-master. Subsequent to this, Mr. Seemans asked appellee to reduce his bill to $1.50 per day, and promised that if he did so he, Seemans, would make it all right. At about the time appellee was employed, the same road-master employed a physician, who attended the wounded man during the time appellee acted as nurse, and was paid for such attendance by appellant, the railway company. Another nurse whom the physician employed, through appellee, and whose time appellee kept and reported to the company, was paid at the general office of the company in Louisville. Appellee got medicines for the wounded man from the druggist, who was paid for the same by the company. After the services were rendered by appellee, his attorney wrote to the general manager of appellant and received the following answer: "LOUISVILLE, KY., Jan. 5, 1883. "J. V. Kelso, Esq., New Albany: "DEAR SIR,-Your yesterday's favor, with enclosure, at hand. Mr. Peter McVay, I think, was employed as nurse at the rate of $1.25 per day, and at this rate I am willing to pay him for services actually rendered up to the time that he was relieved by ourroad-master; am willing to pay him no more. If Mr. McVay wishes to bring suit, I have no means of preventing him from so doing. The endorsement of C. N. Nutt, as attending surgeon, I don't think adds to the strength of the bill, as Mr. Nutt was not employed by this company. Yours, truly, WM. SNYDER, General Manager." ROAD-MASTER'S EMPLOY NURSE. ΤΟ It will be observed that there is no evidence here of any authority on the part of the road-master to make the contract for the nursing. If such authority may not be inferred AUTHORITY from the title "road-master," there is nothing to show that he had authority to bind the corporation. In a strictly legal sense, the board of directors of a railway company are the agents and representatives of the corporation. In a practical sense, the board of directors become the corporation itself, so far at least as its relations to the public are concerned. Pierce Railroads, pp. 24 and 32, and cases cited; Ang. & A. Corp., secs. 239, 280, 299; Columbus, etc., R. R. Co. v. Arnold, 31 Ind. 174. OF AUTHORITY Whatever authority any agents, officers, or employees may have Or they must have derived from the board of directors, or governing body, unless conferred by the charter of the corporation. Before the corporation will be bound by the contracts of such agents, officers, or employees, unless authority is conferred by the charter, it must be shown that authority to so contract has been given by the board of directors or governing body, either expressly, impliedly, or by ratification. Section 3897 R. S. 1881; Brooklyn Gravel Road Co. v. Slaughter, 33 Ind. 185; Pierce Railroads, p. 34, and cases cited; Adriance v. Roome, 52 Barb. 399. BOUND BY AGENT'S It is well settled that the corporation will be bound by the acts and omissions of its agents, officers, and employees within the line and scope of the agency, office, or employment, and that CORPORATIONS when such acts or omissions are shown to have been OMIS within the line and scope of the agency, office, or employment, no further evidence of authority will be required to bind the corporation. Such authority, in such cases, will be presumed from the nature of the duties imposed upon the agent, officer, or employee. But, in order that this presumption may be indulged, it must in some way be known what these duties are. Pittsburgh, etc., R. R. Co. v. Ruby, 38 Ind. 294; Ohio, etc., R. R. Co. v. Collarn, 73 Ind. 261; 5 Am. & Eng. R. R. Cas. 554; Lafayette, etc., R. R. Co. v. Ehman, 30 Ind. 83; Williams v. Cammack, 27 Miss. 209; Pierce Railroads, 277. PRESUMPTION OF Whether or not the courts may, in any case, presume authority on the part of the several subordinates to bind the corporation in the manner they may have undertaken to do, or take judicial notice of the authority from the title given to the agent, officer, or employee, we shall have occasion to determine hereafter. OF ROADMASTER. It is very clear, upon authority and reason, that there is nothing in the ordinary meaning of the term "road-master" from which the courts may know or presume that such employee has authority to bind the company for attendance and nursing of a person injured upon the line of the railroad, whether such person, when injured, be an employee, passenger, or a person sustaining no relation to the corporation. And could the courts judicially know that the road-master is a person having charge of the repairs of the road, still they could not judicially know, or presume from this, that he has authority to bind the corporation for the nursing of persons injured upon the road, whether by trains or otherwise. City of Lafayette v. James, 92 Ind. 240. The case of Tucker v. St. Louis, etc., R. R. Co., 54 Mo. 177, was an action by a physician against the company to recover for surgical and medical treatment of a brakeman injured while on duty. He was employed by the section agent and the conductor of the train. It was held that he could not recover. After stating that there was no evidence that they had any authority to employ the physician on the corporation's account, the court said: "It is only shown that they were agents of defendant in conducting its railroad business, which of itself could certainly give them no authority to employ physicians, for the defendant, to attend to and treat persons accidentally injured on the road." The case of Brown v. Missouri, etc., R. R. Co., 67 Mo. 122, was an action for drugs to a woman who had been hurt by one of the company's trains. They were furnished upon orders given by a division superintendent. The court said: "No proof was offered as to the duties of such officer, and the courts cannot take judicial notice of them." For want of such proof the judgment was reversed. In the case of Mayberry v. Chicago, etc., R. R. Co., 75 Mo. 492; s. c., 11 Am. & Eng. R. R. Cas. 29, it was held that the fact that a physician in the service of a railroad company is authorized to buy medicines on the credit of the company does not imply a power to bind the company by a contract for board, lodging, attendance, and nursing of a brakeman injured on one of the company's trains. In the case of Rankin v. New England, etc., Silver Mining Co., 4 Nev. 78, it was held that "no one can be held upon a contract executed by another as agent until it is satisfactorily shown that he possessed the authority to act for the principal in that particular character of transaction," and, hence, that the full power of a foreman to employ workinen for the construction of a mill, and pay them for their services, does not include or imply the power to purchase lumber or enter into contracts respecting it. The case of Marquette, etc., R. R. Co. v. Taft, 28 Mich. 289, was an action by a surgeon against the company for services rendered an employee who was injured while on duty. He was employed by the superintendent and the yard-master who had charge of the business and men in the yard where the employee was engaged when injured, and who had the right to employ men for all purposes they were required for in the yard, and to discharge them. While the court divided as to the authority of the superintendent, the judges all agreed that, under the evidence, the yardmaster had no authority to bind the company by the employment of the surgeon. The court said: "There is certainly nothing in the evidence respecting the business required of Theil (yard-master), or in his position in the company's service, which suggests his possession of authority to bind by contracts for professional services. He was a mere yard-master, charged with local and very cir cumscribed duties, and those duties do not appear to have had any 22 A. & E. R. Cas.-25 connection with the employment of professional assistance for the company." Two of the judges held that without proof of authority on the part of the superintendent other than that furnished by his title simply, the company was not bound by his employment of the surgeon. The case of Cox v. Midland, etc., R. W. Co., 3 Exch. 268, cited in Wood on Master and Servant, at page 506, section 262, was an action by a physician against the company to recover for attendance upon a person injured by the company's employees. The physician was employed by a station-master, who acted as the chief officer of the passenger and other departments. It was held that the company was not liable. Parke, B., delivering the opinion of the court, after giving several illustrations to show that the company was not liable, said: "The employer of an agent for a particular purpose gives only the authority necessary for that agency under ordinary circumstances. In the case of Atlantic, etc., R. R. Co. v. Reisner, 18 Kan. 458, it was said: "The authorities cited sustain the proposition that a station agent of a railroad company is not authorized, by virtue of his position as such agent, to employ a hotel-keeper, at the expense of the company, to attend to one of its brakemen injured while working for the company, nor to furnish such employee with board and lodging while disabled." The same doctrine is fully recognized in the following cases: Toledo, etc., R. R. Co. v. Rodrigues, 47 Ill. 188; Toledo, etc., R. R. Co. v. Prince, 50 Ill. 26; Cairo, etc., R. R. Co. v. Mahoney, 82 Ill. 73; Pacific R. R. Co. v. Thomas, 19 Kan. 256; Atchison, etc., R. R. Co. v. Reecher, 24 Kan. 228; s. c., 1 Am. & Eng. R. R. Cas. 343. See, also, 1 Rorer Railroads, p. 666. Many more cases to the same effect might be cited. We know of no authority to the contrary, and think none can be found that would hold the company liable upon the contract alone of the road-master, under the circumstances of this case. As there is nothing before us to show that the contract made with appellee by the road-master was within the line of his employment, or that he had authority to represent or bind the corporation by such a contract, we must hold that the corporation is not bound by it, unless it was recognized and ratified by the corporation. That a contract which an agent has no authority to make may be RATIFICATION OF ratified by the corporation, so as to become binding upon it, is well settled by the authorities. If the general manager in this instance had authority to represent and bind the corporation by such contracts, he had authority to ratify the contract made by the road-master. If he had such authority, the evidence here is ample to show that the contract by the road-master was ratified, and thus became obligatory upon the corporation. Here we meet the most important and difficult ques ROAD-MASTER'S |