Opinion
Opinion filed December 6, 1941.
1. MUNICIPAL CORPORATIONS.
Where power to make contracts is conferred by charter on municipal corporation in general terms, municipal corporation does not have authority to make contracts of all descriptions but only such contracts as are necessary and usual and fit and proper to enable corporation to secure or to carry into effect the purposes for which it was created, and extent of power to contract will depend on other provisions of charter prescribing matters in respect to which corporation is authorized to act.
2. MUNICIPAL CORPORATIONS.
A charter authorizing town of Manchester to enact and enforce such by-laws and ordinances as were necessary to preserve, promote and protect health, peace, good order and general welfare of town and inhabitants thereof, did not give town implied power to enter into contracts with workers to pay town 6 per cent. of their wages if employed at garment factory to be erected by town and leased to third person to operate, and construction of which was to be financed out of such 6 per cent. of wages of workers, and hence such contracts were ultra vires and void (Pub. Acts 1905, chap. 65).
3. MUNICIPAL CORPORATIONS.
A town could not recover on contract with worker to pay town 6 per cent. of her wages if employed at garment factory to be erected by town and leased to third person to operate, and construction of which was to be financed out of 6 per cent. of wages of workers in factory, where contract was signed by worker and two individuals without official designation, and mayor and council did not authorize by ordinance or order the making of the contract, or authorize any person to execute contract on behalf of town.
FROM COFFEE.Certiorari to Circuit Court of Coffee County. — HON. R.W. SMARTT, Judge.
Action on contract by the Town of Manchester against Opal Crocker. The circuit court rendered judgment in favor of the plaintiff. Upon appeal in error of the defendant, the Court of Appeals reversed the judgment and dismissed the action, and the plaintiff brings certiorari. Certiorari denied.
CUMMINGS MELTON, of Woodbury, for plaintiff in error.
JOHN A. CHUMBLEY and DAVID W. SHIELDS, JR., both of Manchester, for defendant in error.
The Town of Manchester erected a building suitable for the operation of a garment factory and leased the same to the Star Union Company. Prior thereto, the Town of Manchester, as a part of the plan to finance the construction of the building, procured some twelve or thirteen hundred persons, principally women, to agree to pay to the Town six per cent of their wages if employed at the factory. Plaintiff in error, Opal Crocker, was one of the persons who agreed to the above terms, and she entered into the following written contract with the Town:
"I, Opal Crocker, the undersigned, hereby make application for employment at the garment factory erected by the town of Manchester, Tennessee, and agree with the said town of Manchester, Tennessee, that in the event I am given employment at the said factory that for and in consideration of the said town of Manchester, Tenn., securing employment for me with the operator of said factory, that I will pay to the said town of Manchester, Tenn., Six percent of my weekly salary or wage, to be paid as directed by the aforesaid town."
Plaintiff in error was given employment by the Star Union Company, at the factory, and she worked there for about four years regularly paying six per cent of her weekly wage to the Town of Manchester and then stopped making payment, whereupon the Town instituted this suit against her to recover the sum of $3.35 which it alleged was due it under the contract with her.
The circuit court rendered judgment in favor of the Town for the amount sued for. Upon the appeal in error of the defendant, the Court of Appeals reversed the judgment of the trial court and dismissed the suit. The Town has filed its petition for certiorari and assigned errors.
The Court of Appeals based its decision dismissing the suit on several grounds. Among them was that the Town of Manchester was without authority either in its charter, or otherwise, to enter into the character of contract here sued on.
The charter of the Town of Manchester is contained in Chapter 65, Pub. Acts 1905. The grant of powers contained in the act are those usually found in town charters in Tennessee. No express authority to operate an employment agency is contained in the Town Charter. It is argued that such authority may be implied from the following language found in the charter:
"Enact and enforce such by-laws and ordinances as may be deemed necessary to preserve, promote and protect the health, peace and good order, and the general welfare of the town of Manchester, and the inhabitants thereof."
In Nashville v. Sutherland, 92 Tenn. 335, 21 S.W. 674, 675, 19 L.R.A., 619, 36 Am. St. Rep., 88, the court made an extensive quotation from Dillon on Municipal Corporations, in part, as follows:
"The power to make contracts, and to sue and be sued thereon, is usually conferred in general terms in the incorporating act. But, where the power is conferred in this manner, it is not to be construed as authorizing the making of contracts of all descriptions, but only such as are necessary and usual, fit and proper, to enable the corporation to secure or to carry into effect the purposes for which it was created; and the extent of the power will depend upon the other provisions of the charter, prescribing the matters in respect of which the corporation is authorized to act."
The power of the Town to make a contract of the nature here involved cannot, we think, be implied from the powers expressly conferred. In this view, the contract was ultra vires and void. However, if it were otherwise, it is not shown in the record that the Mayor and Council of the Town authorized by ordinance or order the making of the contract, or authorized any person to execute the same on behalf of the Town. The contract is signed by Opal Crocker and two individuals, without official designation.
For the reasons stated, certiorari must be denied, and concurrence had only in the results reached by the Court of Appeals.