
    Charles F. Kupfer and Others versus The Inhabitants of the South Parish in Augusta.
    Where a parish appointed a committee of three to build a meetinghouse, a contract made by one of the number was not binding on the parish.
    Assumpsit to recover $421.79, the amount of a quantity of w'indow glass, alleged to have been sold and delivered by the plaintiffs, proprietors of the glass manufactory in Boston, to the defendants. The declaration contained three counts. The first was indebitatus assumpsit upon the account annexed. The second was quantum valebant for goods sold and delivered. And the third was upon a promissory note for $ 341, dated April 25th, 3 808, payable to the plaintiffs in six months, with interest after * [ * 186 ] sixty days ; which note was alleged to have been signed by Peter T. Vose in behalf of the defendants.
    The plaintiffs proved, at the trial, which was had before the Chief Justice, at the last November term, that, on the 25th of April, 1808, one Peter T. Vose, applied to Kupfer, agent of the glass manufactory in Boston, to purchase a quantity of glass for a meetinghouse, which was building in the South Parish in Augusta, representing himself, at the time, as one of the committee of the parish for that purpose.
    The said Vose requested and obtained a longer credit than was usual, for the sake of enabling the parish, as he said, to raise moneys from a fund, which was appropriated by them for the purpose of defraying the expense of the building; the usual term of credit given at the glass-house being sixty days, and the credit obtained in this case being six months.
    A quantity of glass was delivered to Vose on his said application, amounting to $ 341, which was at the time charged by Kupfer, to “ Peter T. Vose, of Augusta, one of the committee for building the meetinghouse in said place ” Vose gave a note for the same, which was in the following terms, namely ; — “ Boston, April 26, 1808. For value received I promise to pay (in behalf of the committee foi building a meetinghouse at Augusta) to Charles F. Kupfer, or order, three hundred and forty-one dollars in six months from date, with interest after sixty days. Peter T. Vose.” At the same time he received from Kupfer a bill of parcels of the glass, made out to him as one of the committee, as above charged ; on which Kupfer ac knowledged to have received payment by a note of the above description.
    On the 27tb of May, 1809, a further quantity of glass, amounting to $ 80.79, was delivered to Vose for the said meetinghouse, and charged as in the former case.
    Both parcels came to the parish, and were used upon the building. No glass suitable for the building could be procured at Augusta; and it was known to the other members of the committee that [* 187 ] Vose was to procure the glass from * Boston ; but it did not appear that any thing was said to him at the time, as to the manner in which it was to tie procured, or with what funds it should be paid for.
    The plaintiffs then read certain votes of the said parish, as April 21st, 1806, that it was expedient to have a new meetinghouse, &c. — August 11th, 1806, that Peter T. Vose, Solomon Vose, and Samuel Coney be a committee to superintend the building of the meetinghouse, &c.—November 17th, 1806, requesting the said committee to make sale of the pews, and investing them with such discretionary powers in and about the premises as to them should appear necessary to carry the object into effect. —January 5th, 1807, authorizing the committee, when the sales of the pews in the proposed meetinghouse should amount to $ 10,000, to proceed in the business of erecting the same without further delay, &c.—June 25th, 1807, choosing T. Hamlen superintendent of the building, to see the contracts of the committee executed, and to fulfil engagements already entered into. — June 25th, 1810, appointing a committee to settle with the committee for building the meetinghouse, and,—July 20th, 1810, accepting the report of the committee, appointed June 25th.
    The plaintiffs then produced an account current, dated January 10th, 1810, settled between Vose and the committee or agents for building the meetinghouse, wherein Vose had charged the price of the glass purchased of the plaintiffs, and interest thereon from sixty days after the purchase. This account was allowed against the parish by the committee appointed to settle the accounts ; and it appeared, that the said committee, in performing their duty, required vouchers, among which was exhibited the plaintiffs’ bill of the glass.
    For the defendants, it was alleged that Vose had no authority from the parish, to purchase the glass on their credit; and that they never subsequently ratified his acts as their own.
    In support of this defence, it appeared that the purchase was made by Vose as one of a committee consisting of * [*188] three ; that it was the practice of that committee among themselves, that the credit of the parish should not be given without the assent of at least two of their number, and that, when individuals of the committee furnished materials, they did so as private persons, and their bills were allowed in the same manner as bills of other individuals ; and that Vose had no authority from the committee to use their names in the purchase of the glass, or to buy it on the credit of the parish ; but that, on the contrary, it was understood between him and the other members of the committee, that he should himself supply the glass, to pay his notes for pews to the parish.
    It did not appear, that the committee, or the parish, ever knew that Vose had used the name of the committee, or that the credit of the parish was supposed to have been given, until September or October, 1811 ; unless the contrary ought to be inferred from the settlement of accounts, when the bill of the glass was exhibited among other vouchers, three years after the purchase, and several months after the known insolvency of Vose, which took place in January, 1811.
    Notice was given by the plaintiffs, that they looked to the parish for payment of the balance due for the glass. But all responsibility was constantly denied.
    It appeared, also, that the plaintiffs received partial payments for the glass from Vose, after the credit had expired, without calling on the parish.
    The plaintiffs contended, that there was no material fact in this case, exhibited on the part of the defendants, which could in law exonerate the parish from the acts of Vose; that his acts were within the reasonable meaning of the authority vested in the committee ; that the parish had ratified the doings both of Vose and of the committee ; and that, therefore, the jury should find a verdict for the plaintiffs.
    The jury were directed, that there did not appear to be anj evidence that any one of the committee was authorized *to bind the parish for any articles purchased on account [*189] of the meetinghouse, although they would be liable in consequence of the glass having been received and used by them, if no loss had intervened by the failure of Vose; also, that, if the parish had known and adopted the act of Vose, in purchasing upon credit in then name, they would be liable, as having ratified an act which was originally done without authority ; that it was, therefore, a matter of fact for the jury to decide, whether there had been any adoption of the act of Vose in assuming to be their agent and procuring the glass upon their credit; and that, if they believed there was, they ought to find for the plaintiffs ; otherwise, for the defendants.
    The verdict was for the defendants ; and the plaintiffs moved for a new trial, for the misdirection of the judge, and because the verdict was against law and evidence.
    Thatcher, for the plaintiffs.
    
      G. Sullivan, for the defendants.
   Curia.

Vose was not authorized to make a note for the parish. He could have such authority only by vote of the parish. The vote appoints him and two others a committee to superintend the building of the meetinghouse ; and this committee was directed to proceed as soon as funds to a specified amount should be raised by a sale of the pews. Under this vote, one of the committee could not purchase on the credit of the parish. Any act to charge the parish must have been by two, at least, of the three ; perhaps by all the three, because the power, if given at all, is not given to the majority. Perhaps direct proof that all assented would not be required ; but certainly no obligation could be made to bind the constituent, by less than two of the agents.

Power to superintend the erection of a building does not necessarily imply a power to contract debts against the parish. The plaintiffs should have demanded the authority of Fose, if they intended to give credit to the parish ; and then should have judged of Fbse’s power to make the contract.

[*190] *There has been nothing which amounts to a ratification of the purchase by Fose. This was a matter for the jury, to whom it was expressly submitted ; and they have negatived it. On this point the verdict is certainly not against evidence. The only circumstance, from which a ratification could be inferred, was the exhibition of Fbse’s account. But this was more than a year after the purchase made ; and in it he charged the plaintiffs’ bill, as paid by him, and produced Kupfer’s receipt, which indeed acknowledges payment by a note ; but the committee would, undoubtedly, presume that the note was given by Fose on his own account. Or if not, they would have no reason to presume that it was not paid. They passed Fose’s account, and so paid him for the glass. He had been in good credit until that period; and the plaintiffs placed no reliance upon any one but him. There are, in fact, no circumstances, which, in an equitable point of view, can charge the parish.

Judgment on the verdict. 
      
      
        Damon vs. Inhabitants of Granby, 2 Pick. 345. A distinction is taken in the above case, said to be founded on usage, between the acts of a committee and those of agents. It is said, that in the case of a committee a majority can bind the town, but in the case of agents all must act in order to bind their employers. Commonwealth vs Ipswich, 2 Pick. 70.— Sutton vs. Cole, 3 Pick. 232. — Copeland vs Mercantile Insurance Co., 6 Pick. 198. Generally, when a naked authority is given to several persons jointly, they must all join in the execution of it. Geter vs. Commissioners, 1 Bay, 354 —Sugdenon Powers, 4th ed., 165 —Bacon, Ab., Authority, (C,) 7th ed. — Wilson vs. Townsend, 1 B. & A. 608. — Co. Lit. 49, 6. — 2 Rolle, M. 8. — Dyer, 62 —Co. Lit. 181. — Roll. R 299.— Yelv. 26. But, where authority is given to several jointly and severally, it is otherwise. Guthrie vs. Armstrong, 5 Barn, Ald. 628. And it has been held that a majority may execute a public trust. The State vs. Deliesseline, 1 M'Cord, 60.— 6 John. R. 39. — King vs. Beeston, 3 D. & E. 592 — Grindley vs. Barker, 1 Bos. & Pul. 229.
     
      
       But see Damon vs Granby, 2 Pick. 352; where it is said, “ to superintend the building of the house includes the power to make the necessary contracts, since it does not appear that any other committee or agent was intrusted with this power, and since the making of contracts is essential to the building of the house.”
     