Orlando Schoff vs. Town of Bloomfield, 8 Vt. 472

The opinion of the court was delivered by Reofield, J. The vote of the town meeting, appointing an agent, is objected to for the reason that the subject is not named in the warning. This was the annual March meeting. For the adjournment to April being provided for by statute, is but a continuation of the same meeting. And all business which may be legally transacted at the stated March meeting, may, by express provision oí the statute, be done at the adjourned meeting. And no statute requires that the subject matter of business to be done at this meeting, should be specifically named in the warning.

And as the statute does require this in all special meetings of the town, it does, by fair implication, excuse it in reference to the stated annual meeting. At this meeting, it is well known that the town will transact all matters necessary to their corporate interests, and the ¡..habitants are bound to take notice of that fact, and are bound by the votes of the town, on any such subject, whether they attend or not. Such, we believe, was the contemporaneous construction of this statute, and such has been the uniform practice. This, of itself, would now have the force of law.

The subject matter of this agency being a claim of damages for laying out a highway across plaintiff’s land by the selectmen of the town, is most clearly within the ordinary scope of the corporate interests of the town. The next inquiry is, was the submisson to arbitration by agent, within the scope of his authority ? He was appointed for the purpose of compromising this claim for damages. This compromise he certainly had authority to make in any of the ordinary modes of compromising similar matters.

For although he was in one sense a particular agent, i. e., to compromise this one claim, he hadgen-eral powers, so far as this claim was concerned, and was not therefore in the restricted sense, a special agent. He might effect the objects of his appointment in any oí those modes, which it is to be presumed the town would have expected him to resort to. Damages had not been assessed to the satisfaction of the plaintiff by the selectmen. He had therefore a right of appeal.

On this appeal the question would be settled by the umpirage óf a committee selected by the parties and magistrate before whom the appeal was brought. This would of course be in the mind of the town. The appointment of this agent was doubtless to save expense and delay. We think he might “compromise” by agreement with the plaintiff for any less sum than that claimed, or he might agree to pay the same sum claimed. And we see no good reason why he might not resort to any other mode of compromise which must be as beneficial as this by agreement.

First, then, be should attempt an agreement as be did. , This failing, he might resort to arbitration, which is almost the only other mode of compromising disputed claim?, and one so common as must have been in the mind of the inhabitants in conferring the agency. He clearly might refer it, and then agree to give the sum awarded,after he should know it, which was the fact here. And we also consider he might, in the proper sense, refer or arbitrate the matter. — Inhabitants of Buckland vs. Inhabitants of Coventry, 14 Mass. R. 396.

The cases relied upon by defendants’ counsel as being analogous to this, where it has been held' that one partner cannot bind the firm by submission to arbitration, by contract under seal, are not in point. One partner has no implied authority to compromise a contested claim, without consulting the other members of the firm. And never can one man, without a special power, execute á bond for another. Such authority must always be express, and will never be implied.

The submission and award so follow and coincide, that the town are' bound by the award, unless some fatal mistake or fraud or corruption in the arbitrators can be shown. This is not attempted. The remaining arguments against the validity of the award:, refer to the state of the controversy anterior to the submission. This is now merged in the new contract.

And to allow an inquiry into the state of the rights of the parties previous to the submis-mission, with a view to avoid the award on the ground of want of consideration to the contract of submission, would be to avoid every compromise, whether by agreement or award of arbitrators. If the plaintiff, after the award, still persisted in keeping up his fences across the road,this would not avoid the award, but leave the town to their remedy under the general laws.

Indeed, the plaintiff would have a right to- keep up his fences until the- road was opened in the mode prescribed by statute. — Patchin vsi Doolittle, 3 Vt. R. 462. — Patchin vs. Morrison, 3 Vt. R. 590. Judgment affirmed.