Page:Federal Reporter, 1st Series, Volume 4.djvu/305

 W. V. TELEGRAPH 00. V. K. P. ET. CO. 291 �personally the use of the telegraph, which was of some value, used the corporate property for their own advantage, and thus abused the trust committed to their charge. We may acquit them of any intent to wrong their company, and say that the stipulation is an expression of courtesy on the part of the telegraph company towards those with whom they were intimately associated in business. In civility to each other ofScers of corporations may surpass the interests of their constituents in a manner which cannot be sanctioned by the law ; and it should never be said that the obligations of civility and courtesy, as known and recognized among officers of cor- porations, may be framed into contracta to bind their prin- cipals. To trust so much to the exuberance of generons hearts would seriously endanger corporate property. Eead it as we wiU, the contract secures to the officers of the rail- ■way company the free use of the telegraph in respect to their private affairs, and no explanation can be made that will break the force of that statement. That the privilege thus secured was of some value, will not be denied; and the fact that the officers could not have beeu induced to accept the like value in any other form is of no weight. To insert such a stipulation in the contract was a misusë of the corporate property for which the contract itself may be avoided. Field on Corporations, 174. As already stated, however, the rail- way company did not disaffirm the contract, but proceeded in the execution of it until recently, a period of more than 13 years. In most cases ratification would be implied from ench use and enjoyment, and the contract would have become irrev- ocable. Such would be the rule if the free use of the telegraph had been limited to the officers who were concemed in mak- ing the contract ; but the provision extends to ail officers of the company, as well those who were to come after as those who made the contract, and thus it is kept alive by continu- ous feeding. In this, as in other respects, the contract ap- pears to stand upon continually-recurring acts of the parties. The railway company can hardly be charged with negligence in failing to repudiate an agreement which continually sup- ����