I dissent. It is elementary that persons dealing with an involuntary public corporation which exercises governmental functions, *Page 619 such as a county, are bound to know the legal limitations on its methods of doing business, Sandeen v. County of Ramsey,109 Minn. 505, 508, 124 N.W. 243; that the management of a county's business is vested in the county board acting as a board; that individual members of that body acting independently have no authority to bind the county, Gardner v. Bd. of Co. Commrs. of Dakota County, 21 Minn. 33; State ex rel. Erb v. Johnson, 98 Minn. 17, 107 N.W. 404; and that an unauthorized act of an individual member must be ratified or adopted in some way by the board in order to make it binding upon the county, Schmidt v. County of Stearns, 34 Minn. 112,24 N.W. 358; True v. Bd. of Co. Commrs. of Crow Wing County, 83 " Minn. 293, 86 N.W. 102.
In the case at bar the only question before this court is whether the conclusion of law is supported by the findings of fact. There is no assignment of error or cross appeal which challenges the findings. Those findings are briefly that plaintiff's clay and sand were used in a county road pursuant to a void agreement between plaintiff and the county commissioner from the district in which plaintiff's land lay, who assumed in good faith but without authority to act for the county. There is a further finding that defendant benefited by the clay and sand but that it is not practicable to restore them to plaintiff.
If these findings stopped right here they would fall short of facts from which a contract of purchase could be implied, and in the light of the authorities they likewise fall short of facts sufficient to impose a quasi contractual liability upon the defendant. Neither do they show estoppel in any way. There would have to be a ratification or adoption by the county acting through the body which could have legally made the contract in the first place or the acceptance of benefits under circumstances which left defendant a choice whether it would accept. No such action or such circumstances are found by the court. On the contrary, we have a definite finding that the county board did not authorize the project or the contract "and never by resolution or other official action in any manner ratified or confirmed said agreement" and that the board *Page 620 disallowed the claim. As stated above, we cannot go behind this finding. It is not attacked, and we are bound by it even if the evidence justified a different inference.
In the case of True v. Bd. of Co. Commrs. of Crow Wing County, 83 Minn. 293, 86 N.W. 102, 103, the sheriff engaged the plaintiff as counsel for the county to take charge of some tax cases in the absence of the county attorney. The chairman of the county board was present at the trial, which resulted in a substantial recovery by the county, but the board as such took no action in the matter. This court said [83 Minn. 294]:
"The board of county commissioners have by statute sole charge of the affairs of the county, * * *. The employment of counsel * * * rests solely with the county board. * * * plaintiff's employment by the sheriff was wholly unauthorized. No doubt, an unauthorized employment of this kind may be ratified by the board of county commissioners, but there was no ratification in this instance. The chairman of the board had no power to ratify or approve the act of the sheriff. The ratification of such act of employment could only be effected or made by some official action on the part of the board taken with reference thereto. Fouke v. Jackson, 84 Iowa, 616,51 N.W. 71."
In the True case, 83 Minn. 293, 86 N.W. 102, it was suggested, as it is here, that the county received the benefits and retained the fruits of the litigation and was bound to compensate plaintiff for his services. There, as here, there was good faith in the sense that no fraud was perpetrated. The court further said [83 Minn. 295]:
"Whether there was an emergency justifying the sheriff in employing outside counsel is not before the court. It is a question with which we have nothing to do. Even if such had appeared, and the employment was apparently necessary and proper, whether the same should be ratified and approved was a matter resting wholly within the discretion of the county commissioners, which discretion is beyond the control of the courts. There is nothing in the suggestion that the county,having received and retained the fruits of the litigation, wasbound to compensate plaintiff for his *Page 621 services. The county received the fruits of the litigationbecause it had no other alternative. It was a tax and was paid into its treasury, and it was powerless to refuse to receive it, or to return it after having received it. For these reasons, the judgment of the court below was proper, and must be affirmed. See Horn v. City of St. Paul, 80 Minn. 369,83 N.W. 388."
I cannot agree with the statement by the majority that good faith on the part of the county commissioner and the plaintiff, together with benefits to the county, makes out a prima facie case for recovery. The cases cited in the majority opinion do not so hold. In every one of them there is some element, in addition to benefits received, which appears to be controlling. In the case of First Nat. Bank v. Village of Goodhue, 120 Minn. 362,139 N.W. 599, 43 L.R.A.(N.S.) 84, the money received from the bank was put into the village treasury and by the village council appropriated for legitimate purposes within its powers. In the Callaway case, 148 Minn. 273, 181 N.W. 584, the village used the repaired water tank and heating plant which was installed under the void contract. In the Rochester case,117 Minn. 114, 134 N.W. 644, 41 L.R.A.(N.S.) 473, the coal was accepted and burned by the defendant. In the Oliver I. Min. Co. case, 155 Minn. 400, 193 N.W. 949, it was held that the voters in effect ratified the void contracts by subsequently authorizing the issuance of bonds to satisfy the obligations of those contracts; and it further appeared that the district as a corporation used the schoolhouses which were erected by the contractors. In Tousley v. Thompson, 166 Minn. 261,207 N.W. 624, the Hennepin county board made a contract which this court held it was authorized to make. In Lundin v. Township of Butternut Valley, 172 Minn. 259, 214 N.W. 888, there was no acceptance of the bridge built under the unauthorized contract, and there was no recovery. In Frisch v. City of St. Charles,167 Minn. 171, 208 N.W. 650, the city bought a lot from a member of the council, and a taxpayer's suit was brought for restitution of the price. This court held that it was entitled to such restitution unless there was a showing that the city had made improvements on the lot. *Page 622
No Minnesota case has come to my attention in which the mere receipt of benefits by a public corporation, where the subject matter of the benefits was of such a character that the corporation had no choice but to retain them, was sufficient to bind it to pay for such benefits, even where the purchaser furnishing them did so in ignorance of the lack of authority possessed by the officer with whom he dealt.
Contrasted with the cases cited by the majority I find True v. Bd. of Co. Commrs. of Crow Wing Coiinty, 83 Minn. 293,86 N.W. 102, and Young v. Board of Education, 54 Minn. 385,55 N.W. 1112, 40 A.S.R. 340, in which the fact that defendants had no choice as to whether they would reject or retain the results of the void contracts was regarded as controlling. Cases outside this jurisdiction support the rule in True v. Bd. of Co. Commrs. of Crow Wing County, 83 Minn. 293, 86 N.W. 102. Worrell Mfg. Co. v. City of Ashland, 159 Ky. 656,167 S.W. 922, 52 L.R.A.(N.S.) 880, and cases cited therein; Cross Tp. v. Wallace, 57 Okla. 726, 157 P. 898; Agawam Nat. Bank v. South Hadley, 128 Mass. 503. In the case of Kreatz v. St. Cloud School Dist. 79 Minn. 14, 18, 81 N.W. 533, 535, this court recognized the necessity of there being more than the mere receipt of benefits to bind the public corporation in cases where the benefits are of such a character that they cannot be returned. This court said [79 Minn. 18]:
"The work was of such notable character and continued for such length of time, and under such circumstances, as to raise the presumption that it was with the common consent of the district."
No such circumstances are found to exist here.
We find in some cases a reference to "the general obligation to do justice" as authorizing a recovery. The difficulty with that phrase as a definition or rule of human conduct is that it expresses an end to be sought rather than a means of attaining it. As a guide to conduct it affords little help. Justice in the abstract without rules for attaining it may depend largely upon the point of view. The rules of the common law, of equity, and of written law have been developed by generations of experience in seeking to *Page 623 attain justice. To lay down definite and understandable rules is helpful to bench, bar, and general public; but to rely upon a generality such as "the general obligation to do justice" is to cast aside the accumulated wisdom of ages and to venture out upon an uncharted sea of conjecture.
Taxpayers have a right to have their money expended according to certain limitations and restrictions. In my judgment those limitations have been stretched far enough. I think the order should be reversed.