formance may be decreed in such cases! tities of pipe which plaintiffs claim that the against heirs. [7] It is well settled that the decree of a single justice upon matters of fact in an equity hearing will not be reversed unless it clearly appears that the decree is erroneous. Paul v. Frye, 80 Me. 26, 12 Atl. 544; Sposedo v. Merriman, 111 Me. 530, 90 Atl. 387. We find no error. The entry will be: (117 Me. 291) defendant agreed to purchase of them and to accept and pay for, upon presentation at any bank in Waterville of sight drafts with bills of lading attached. The case is before us on report, and it is agreed that, if plaintiffs are entitled to recover, the damages shall be fixed at $1,048.30. The position of defendant is thus stated in the brief of its counsel: "The contention of the defendant is that the goods were never purchased or contracted for by it, and the shipment was made, in the way it was, without its consent, that the agreement BRAMAN, DOW & CO. v. KENNEBEC GAS made for the purchase of the goods and ship & FUEL CO. et al. ment was made by a party not connected with the defendant in any way as officer or agent, (Supreme Judicial Court of Maine. July 3, and whom it had never held out as authorized 1918.) to act for it in the matter of the purchase and shipment of the goods, and that it never ratified 1. SALES 32-CORRESPONDENCE-COMPLET- or confirmed any contract of purchase." ED CONTRACTS. Where defendant gave printed order for pipe, stating terms of payment, and plaintiff replied asking guaranty or offering to ship with sight draft attached to the bill of lading, and defendant wrote plaintiff that he had arranged for guaranty and to consider the pipe purchased, and plaintiff again wrote, stating that the order would be filled, there was a completed contract for the sale and purchase of the pipe. 2. CORPORATIONS 399(7)-POWERS OF OFFICERS-GENERAL MANAGER. The facts are not seriously in controversy. The transaction had its inception upon July 25, 1917, when one Morrill, a salesman of the plaintiffs, called at the office of the defendant corporation in Waterville and asked the general manager of the defendant, one Colton, if they were in the market for anything in his line. Inquiries by Mr. Colton for prices on certain amounts of 6-inch, 4-inch, 3-inch, General manager of gas company in town and 2-inch pipe followed. The prices quoted where only one director resided, who stated his being apparently satisfactory, the salesman, duties as conducting the local affairs, buying in the presence of Mr. Colton, called by teleand paying for materials, and operating the plant, had apparent authority to order and phone the Boston office of the plaintiffs and agree to pay for pipe to be used in construction. ascertained by talking with Mr. Sheldon, 3. CORPORATIONS 303-POWERS OF OFFI- one of the plaintiffs, that the firm had in stock CERS "GENERAL MANager. the desired amount of 4-inch, 3-inch, and 2The term "general manager" of a corporation indicates one who has general direction inch pipe. By direction of Mr. Colton the and control, as distinguished from one having order was placed by telephone with the asmanagement of a particular branch of the busi-surance that copy would be forwarded that ness. [Ed. Note.-For other definitions, see Words and Phrases, First and Second Series, General Manager.] 4. CORPORATIONS IDENCE. 519(3)-EXECUTION-EV Evidence held to show that sales contract was made with the general manager of the corporation, and not with an unauthorized agent. 5. CORPORATIONS 426(2)-POWERS OF OFFICERS GENERAL MANAGER. A general manager of a corporation may have authority to ratify a contract within the scope of his authority to make, though actually made by an unauthorized person. Report from Superior Court, Kennebec County. Action by Braman, Dow & Co. against the Kennebec Gas & Fuel Company and its trus tee. Case reported. Judgment for tiffs. night. Mr. Colton then gave to Mr. Morrill a printed order blank of Kennebec Gas & Fuel Company, and the latter then wrote the order, and Mr. Colton signed it, "Kennebec Gas and Fuel Co., by Francis Colton, Superintendent." This written order specified the terms of payment to be "60 das. net 2 per cent. 10 das.," and the pipe was to be "f. o. b. Waterville." These details had not been communicated to Mr. Sheldon, but were inserted in the written order by the salesman. The next day, July 26, 1917, upon receipt of the written order, plaintiffs wrote defendant as follows: "In regard to your valued order and conversation over the telephone on Wednesday in regard to the shipment of material, we should want a plain-guaranty for the payment from you from bank or else payment before shipping the material. We will be willing however, to ship the order with sight draft attached to the bill of lading if you will arrange with the bank in Waterville to pay each draft on arrival of each car. "We have the pipe at present in stock and There will probacan make shipment at once. bly be four carloads of it. some sizes are about out of the market, and we wish you would advise us as soon as possi ble in regard to the above." Argued before SPEAR, BIRD, HANSON, PHILBROOK, DUNN, and MORRILL, JJ. Carroll N. Perkins, of Waterville, and Allen & Smith, of Boston, Mass., for plainMark J. Bartlett, of Waterville, for tiffs. defendant. MORRILL, J. This is an action to recover Pipe is scarce and On July 30th Mr. Colton wrote plaintiffs damages for failure to accept certain quan- as follows: "I have arranged to furnish you ample guaranty for the payment of pipe ordered from your office. Mr. Patrick Hirsch, president of the Constructive Utility Corporation, 149 Broadway, New York, who also represents A. B. Benesch & Co., of New York, will call upon you in your office Thursday and arrange to your satisfaction any payment guarantee necessary. "In the meantime kindly consider the pipe purchased from this office sold to us. We wish this pipe could be delivered in Waterville as soon as possible." On the same day plaintiffs wrote the defendant asking "if you can give us the information and security or guaranty that we desired, and if not, if you wish us to release this pipe on other orders. We have been holding it for you, and it is extremely scarce in the market, particularly the 4" size. We have an inquiry to-day taking all that you specified; we cannot replace this for some little time and need to know whether or not we are to cancel your order before giving this party the final answer." And on the next day, July 31st, plaintiffs wrote defendant as follows: "Replying to your letter of 30th inst., we shall be glad to talk with your representative when he calls on Thursday, and, in the meantime, understanding that you wish the pipe covered by the original order, we are holding the same and letting the other proposition go by, as we cannot fill both." [1] These letters, with the order, must be regarded as evidence of a completed contract for the sale and purchase of the pipe, in which the defendant by Mr. Colton acceded to the terms of the plaintiffs that satisfactory guaranty be furnished. We have quoted the correspondence at length, because counsel for defendant earnestly contends that the contract was not closed with Mr. Colton, but with Mr. Hirsch, on August 11th, and in support of his position he relies on a letter from his client to the plaintiffs, dated August 7th, as showing that the matter was still open. That letter contains this sentence which is relied upon: "As he [Mr. Hirsch] stated to you we intend to purchase the pipe and if sufficient cash discount is allowed pay for same in this manner; i. e., after pipe has been received and quantity checked." We do not construe this letter in accord with counsel's views; it seems to have been written by Mr. Colton to reassure plaintiffs that the pipe would be taken-a reassurance which might have been considered opportune on account of the failure of Mr. Hirsch to furnish the promised guaranty-and to advise plaintiffs that their suggestion of cash payment was under consideration. Was Mr. Colton authorized to make this purchase and to arrange terms of payment or guarantee? Did defendant clothe him with such apparent authority that it must be held bound by his acts? [2] We have no doubt that Mr. Colton had manager" of the defendant corporation. The by-laws of the defendant empower the direc tors "from time to time to provide for the management of the affairs of the company at home or abroad in such measure as they see fit, and in particular from time to time to delegate any of the powers of the board in the course of the current business of the company to any standing or special committee, or any officer or agent, and to appoint any person to be the agent of the company, with such powers (including the power to subdelegate) and upon such terms as may be thought fit, so far as it may legally do so." Mr. Colton was not only appointed by the board of directors "general manager of the company," but, so far as appears, was the only executive officer of the company in the state. Of the five directors of the company, four resided in New York, and one in Waterville, but the latter does not appear to have exercised any active duties in the management of the corporate affairs. Mr. Colton himself says: stand them, are to conduct the local affairs of the company, and to buy materials and pay for materials as necessary in the operation of the plant." "My duties as general manager, as I under While his duties and authority do not appear to have been defined by express vote of the directors, when Mr. Colton was elected general manager, under the authority of the by-laws quoted, the company must be held to have clothed him with all the authority which the term implies, and which is ordinarily incident to that position. A general manager of a business corporation, such as this defendant corporation is, has general charge of those business matters for the carrying on of which the company was incorporated. These might include the buying of material, the employment of laborers, the supervision of their labor, the manufacture of gas, its distribution, and the gen eral ways and means of accomplishing the object of the corporation. Washington Gaslight Co. v. Lansdell, 172 U. S. 534, 19 Sup. Ct. 296, 43 L. Ed. 543. [3] The term "general manager" of a corporation, according to the ordinary meaning of the term, indicates one who has the general direction and control of the affairs of the corporation, as contradistinguished from one who may have the management of some particular branch of the business. Railway Co. v. McVay, 98 Ind. 391, 49 Am. Rep. 770. We think that the defendant must be held to be bound by the action of Mr. Colton in purchasing the pipe and arranging for shipment thereof, as he did. It must be conceded that the material was suitable and of a kind required for the company's business, and that the amount was not unreasonably large. We must hold that a general manager of a company of this kind has authority to buy and arrange to pay for such ma powers of general agents are in harmony | same, nor for lack of opportunity to inspect with this conclusion. Trundy v. Farrar, 32 the shipment. Me. 227; Heath v. Stoddard, 91 Me. 499, 40 Atl. 547. But the defendant contends that the agreement for the purchase of the goods and shipment was made August 11th with one Patrick Hirsch, who was not connected with the defendant corporation. Judgment for plaintiffs for $1,048.30, with interest from date of writ. (117 Me. 269) STATE v. DODGE. (Supreme Judicial Court of Maine. June 17, 1918.) 1. COMMERCE 63 ERIES. OCCUPATIONS-FISH The imposition by Rev. St. c. 45, § 30, of a reasonable license fee for smacks or vessels engaged in the lobster fisheries on waters withinterstate commerce, is not a burden on interin the jurisdiction of the state, and moving in state commerce. ICY. JUDICIAL NOTICE- The court takes judicial notice that the lobster fisheries is one of the great industries of the state of Maine which it is the established policy of the state to protect. 3. COMMERCE 10 INTERSTATE COMMERCE -NONEXERCISE OF POWER BY CONGRESS. car The state has the right to legislate as in Rev. St. c. 45, § 30, providing for licensing of smacks and vessels, except common riers engaged in interstate shipments of lobsters, until Congress exercises its authority over the subject. 4. CONSTITUTIONAL LAW 208(6) — VALIDITY OF STATUTE RELATING TO CLASSES LOBSTER FISHERIES. [4, 5] We think that the evidence does not sustain this position. It is true that no arrangements had been closed about shipping the pipe until the interview between Mr. Sheldon and Mr. Hirsch on August 11th; but, as we have seen, Mr. Colton had closed the trade for the pipe on July 30th. He had arranged the required guaranty with Mr. Hirsch; later, on August 7th, he notified plaintiffs that defendant would pay cash if sufficient discount was allowed. It is very clear that Mr. Colton made the arrangements through Mr. Hirsch for the shipment of the pipe, with sight draft, bill of lading attached. It is a reasonable inference from his testimony and from his letter to plaintiffs of August 16th acknowledging advice that the pipe was being so shipped that he knew that Mr. Hirsch, through whom he was making his financial arrangements, had made the arrangements on which the pipe was shipped, and that those arrangements were satisfactory to him, and were in accordance with his understanding of the terms of the sale. A general manager may have authority to ratify a contract which is within the scope of his authority to make, when such contract is made by an unauthorized person. Railway Co. v. McVay, supra. Mr. Colton, as general manager of the company, and not Mr. Hirsch, was the active representative of the defendant corporation. Under the broad powers of a general manager appointed unFISHERIES-STATUTE-REASONABLENESS. der the authority of the by-laws quoted Mr. The regulations of Rev. St. c. 45, § 30, Colton had authority to arrange through Mr. providing that persons, except common carriers, transporting lobsters beyond the limits of the Hirsch for the shipment. Indeed, it is diffi-state, must secure a license and provide a bond cult to understand the object of Mr. Hirsch's to be forfeited upon violation of the lobster call at the office of plaintiffs on August 11th, fisheries laws, held reasonable, fair, and uniexcept to learn from Mr. Sheldon's lips the 7. CONSTITUTIONAL LAW 48-STATUTES — terms which had already been stated in correspondence and to assure Mr. Sheldon that the funds would be in Waterville to meet the drafts. WHO MAY ASSAIL VALIDITY-DISCRIMINA- The party assailing the constitutionality of a state police statute must clearly show that it offends constitutional guaranties in order to justify the court in declaring it void. Appeal from Supreme Judicial Court, Han The suggestion now made by Mr. Colton that he should have had an opportunity to check up the pipe impresses us as an after-cock County, at Law. thought. The pipe was in Waterville several weeks, and no request was made, so far as appears, for opportunity to inspect it. Mr. Colton permitted the drafts to be returned twice without any such suggestion. A careful study of the evidence makes clear that the failure of defendant to accept and pay for the pipe was not on account of want of authority in the person contracting for Charles P. Dodge was convicted of transporting lobsters out of the state in a manner contrary to law, and he appeals. Judgment for the State. Argued before CORNISH, C. J., and For other cases see same topic and KEY-NUMBER in all Key-Numbered Digests and Indexes HANSON, J. This case is reported to the law court upon the following agreed state ment of facts: "This is a criminal prosecution for breach of section 30 of chapter 45 of the Revised Statutes, for the failure of the respondent, Charles P. Dodge, to file bond and receive a license from the department of sea and shore fisheries to transport lobsters for commercial purposes beyond the limits of the state of Maine in the smack Grace M. Cribbey, said respondent being in control of said smack, and said smack not being a common carrier within the meaning of said statute. "The respondent, Charles P. Dodge, who is a resident of the state of Maine, on the 20th day of June, A. D. 1917, filed with the commissioner of sea and shore fisheries at Augusta, an application for a license to transport lobsters in said smack Grace M. Cribbey beyond the limits of the state, together with fee of $5 for same, but refused and neglected to file a bond as required by said statute, although requested so to do by said Commission in his letter of June 20, A. D. 1917. "On June 26, A. D. 1917, the commissioner of sea and shore fisheries received from said respondent an application for a license to transport lobsters within the boundaries of said state of Maine in said smack Grace M. Cribbey, as provided in section 18 of said chapter 45 of the Revised Statutes, stating that there had been a change in his plans, and asking that the fee of $1 for same be taken out of the $5 still held by said commissioner, and the balance returned to him, which was done. "The respondent thereafterwards, on the 1st day of July, A. D. 1917, and on other days between said date and August 11, A. D. 1917, purchased lobsters of legal length and legally caught in Maine, and, not having obtained a license or filed a bond in compliance with said section 30, chapter 45, of the Revised Statutes, transported them in said smack Grace M. Cribbey, from Stonington in the county of Hancock beyond the limits of the state of Maine, for which offense he was arraigned before the Western Hancock municipal court on a warrant properly drawn and properly charging the offense of transporting lobsters beyond the limits of the state without a license, whereupon he entered a plea of not guilty, was found guilty, and sentenced to pay a fine of $250 and costs, $7.87, from which sentence he appealed to the Supreme Judicial Court for Hancock county. The sole question raised by the respondent is as to whether or not the provisions of section 30, chapter 45, of the Revised Statutes, under which the offense of which he is accused of committing is charged, namely, the provisions relating to the procurement of a license to transport lobsters beyond the limits of the state, and requiring the applicant to file a bond as set forth therein as a condition of procuring said license, are valid and in accordance with the provisions of the Constitution of the state of Maine, and the Constitution of the United States. If, on these facts, judgment is for the state, judgment and sentence of the lower court shall be affirmed; otherwise respondent shall be discharged." Section 30 of chapter 45, R. S., reads as follows: "Sec. 30. No lobsters shall be transported beyond the limits of this state, whether of legal length or otherwise, except by common carriers as provided in section seventeen, unless by persons licensed to transport lobsters outside the limits of the state under the following conditions; the commissioner of sea and shore fisheries shall issue a license, which shall not be of any smack, vessel, or other means of transportation, either foreign or domestic, authorizing him to purchase and to transport lobsters within or beyond the limits of the state upon the following conditions: The license in each instance shall state the name of the smack, vessel or other conveyance to be used in so purchasing or transporting lobsters, and will give no authority to purchase or transport in any other smack, vessel or other conveyance except that named in the license. The name of the smack, vessel or other conveyance may, however, be changed by the licensee upon application to said commissioner, within the license period, without further charge. The fee for issuing said license shall be five dollars, and a record shall be kept of the same, similar to that provided for other licenses in section eighteen. Besides the name of the conveyance, the license shall bear the date of taking effect and the termination thereof, which last-named date shall be the last day of November next after it becomes effective, and shall state that such license, together with the bond hereinafter provided for, shall be forfeited upon the violation of any law of this state relating to lobsters; and it shall further provide that such smack, vessel or other conveyance shall, at all times, be subject to inspection and search by the commissioner of sea and shore fisheries, or his wardens or deputy wardens, with warrant or without, in which inspection and search they shall in no way be obstructed. Before said license is issued, the applicant shall file with the said commissioner a bond in the penal sum of five hundred dollars, conditioned that the same shall be forfeited to the state upon conviction of the licensee of any breach of any laws of this state pertaining to lobsters. All licensees under this section shall be required to load all smacks, vessels or other contrivances within the waters over which this state has jurisdiction, and any licensee loading outside the jurisdictional waters of this state, or who refuses to come within the jurisdictional waters of this state when ordered so to do by the commissioner, or any of his wardens or deputy wardens, shall be deemed to have violated the provisions of this section, and his bond shall be forfeited. Any license issued under this section shall become void on conviction for the breach of any law of this state pertaining to lobsters. No new license shall be issued for a period of one year to any party whose license has been revoked because of such conviction. Any license issued contrary to the provisions of this section is void and of no effect." Counsel for the respondent in argument says that "various constitutional objections to the admissibility of the statute suggest themselves," and considers them in argument in the following order: 1. Is the commerce clause of the United States Constitution violated? 2. Is the license fee illegally discriminatory? 3. Is the penal liability illegally discriminatory? 4. Is the penalty excessive and unreasonable? [1] The imposition of a license fee for smacks or vessels engaged in the lobster fisheries on waters within the jurisdiction of the state, and moving in interstate commerce, if reasonable, is not a burden on interstate commerce. License Cases, 5 How. 504, 12 L. Ed. 256. The general power of Civil Rights Cases, police is in the states. [4, 5] Are the established rules and regulations illegally discriminatory and the penalty excessive? It needs no citation to support the statement that every person and all property in the state are subject to some restraints and burdens in order to secure the general comfort, health, and prosperity of the state. From the beginning, our shore fisheries have been important, and have received from the executive and legislative departments the attention their importance demanded. There have been many branches of the industry, and necessarily as many classes, of those engaged in the various branches. And neither the power itself, nor the discre- the power to prescribe rules and regulations, tion to exercise it as need may require, can for the proper execution of the laws deemed be bargained away by the state. Cooley, necessary. Cooley, Const. Lim. 98. Const. Limitations (7th Ed.) 831. All that the federal authority can do is to see that the states do not, under cover of this power, invade the sphere of national sovereignty, obstruct or impede the exercise of any authority which the Constitution has confided to the nation, or deprive any citizen of rights guaranteed by the federal Constitution. Id. 832. The same authority states the guiding rule upon questions of conflict between federal and state authority thus: If the power extends only to a just regulation of rights, with a view to the due protection and enjoyment of all, and does not deprive any one of that which is justly and properly his own, it is obvious that its possession by the state, and its exercise for the regulation of the property and actions of its citizens, cannot well constitute an invasion of national jurisdiction, or afford a basis for an appeal to the protection of the national authorities. Page 833 and note (a). The right to license is not questioned; and it is not claimed that the license fee is intended for revenue or a tax. License laws are of two kinds; those which require the payment of a license fee by way of raising a revenue, and are therefore the exercise of the power of taxation, and those which are mere police regulations, and require the payment only of such license fee as will cover the expense of the license and of enforcing regulation. [2, 3] This court takes judicial notice that the lobster fisheries is one of the great inIt is a dustries of the state of Maine. The laws and rules intended to control and regulate the fishing business have been passed for the benefit and regulation of the classes in the conduct of the business of each class. No other method is practicable. It is, then, with a class we are dealing a class engaged in the lobster fisheries, and so long as the regulation is intended to operate upon the class and does not in its operation discriminate against an individual of that class, but affects all alike, it is lawful. It is clear that the asserted discriminations are within the power of classification, which the state has made. The agreed facts show a deliberate intention to evade or violate the statute, the setting up of the individual will against the clearly expressed judgment of the Legislature. The respondent did not file a bond, nor did he pay the $5 required for the license to do an interstate business. He paid the minimum license and attempted to do the maximum business provided by the regulations, without paying the license or filing In other words, the rethe required bond. spondent desired to carry on the lobster business at the least expense to himself, and that meant practically to disregard the law altogether. The position he takes is against the best interest of the people of the state, while the whole course of legislation has been directed to preventing so far as possible the exercise of such individual practice. That a state may so legislate in the exercise of its highest functions is well settled. "A state may direct its law against what it deems the evil as it actually exists without covering the whole field of possible abuses, and it may do so none the less that the forbidden act does not differ in kind from * ** If a class those that are allowed. part of the sea and shore interests of the state that has been the subject of constant investigation by the lawmaking power for nearly a century, and year by year as the Legislature has convened the attention of the representatives has been enlisted in the direction of the best means of fostering the industry and protecting the state against means and methods calculated to impair it. Legislation to this end has been enacted from time to time until it is believed that the regulations now in force are sufficient to meet all reasonable requirements, and fully preserve the interests of all concerned. And this is the stated and accepted policy of the state, founded upon experience and conscientious investigation. Has the state the right to so legislate? The state has the right to legislate in this instance, even if interstate commerce is indirectly involved, until Congress exercises its authority over the sub-is deemed to present a conspicuous example ject. Sligh v. Kirkwood, 237 U. S. 58, 35 of what the Legislature seeks to prevent, Sup. Ct. 501, 59 L. Ed. 835. See Minnesota | the Fourteenth Amendment allows it to be Rate Cases, 230 U. S. 352, 33 Sup. Ct. 729, 57 L. Ed. 1511, 48 L. R. A. (N. S.) 1151, Ann. Cas. 1916A, 18. If the Legislature has the right to legislate for the protection of the fishing industry, it follows that it has dealt with, although otherwise and merely logically not distinguishable from others not embraced in the law." Hall v. Geiger-Jones Co., 242 U. S. 539, 37 Sup. Ct. 217, 61 L. Ed. 480, L. R. A. 1917F, 514, Ann. Cas. |