The defendant is a domestic corporation and was the owner of two parcels' of improved real property in -the borough of Manhát’tañ. The plaintiff was a fruit merchant with a place of business .at 330 Washington street in the said borough, and-1 had been acquainted for many' years with the president and treasurer of the defendant company. • Said corporation seems never to have conducted the business for ‘which' it'was’Organized, but its activities were confined to the renting of offices and' the collection of the rents duempop the property’which it owned.’ It -had its office in the-stóre of theplaintiff. The plaintiff’s "story was that the president and treasurer of the defendant agreed with him that if lie should, find a customer for the ,defendant’s real estate at $78,500, he might. retain for his ¡services whatever he conld get above’said amount; that he procured' a customer who agreed tb pay $85,000 "for the property ; that it was *779conveyed to said customer for that price and he sues for the difference, $6,500.
At the close of plaintiff’s case the complaint was dismissed upon the ground that the authority of the executive officers. of the defendant company to employ the plaintiff had not been shown. The plaintiff asked leave to go to the jury, not only upon the question of the contract between the defendant and the plaintiff in respect of compensation for his services at the difference between $78,500 and $85,000, but also upon the question of reasonable value of those services, which motion having been denied, he duly excepted.
If the sole question in this case was upon the specific contract sued on, we think that the evidence failed. It is the law that acts done by the executive officers of a corporation within the apparent scope of their authority in regard to the regular business of the corporation are presumed to be the acts of the corporation and binding upon it, and the person dealing with such officers, under such circumstances, is not required to prove specific authority from the board of directors and is not affected by any secret provisions of the by-laws not brought to his attention. But in this case the transaction was not within the apparent scope of the corporation’s business, its transfer business, but was the sale of all its tangible property. It was not conducted through a real estate broker nor at a fixed or customary fee, but the corporation was to be divested of all its property upon a certain price with an agreement that all above that price should go to the person procuring the customer That certainly was an unusual and extraordinary transaction and required the party asserting it to prove the authority of the officers alleged to have made the contract.
But it is also true that a corporation may ratify the acts of its officers not previously duly authorized. It is urged that when the corporation sold this property to the customer procured by the plaintiff at the price obtained by him, it ratified the acts of its officers in procuring his services and received the benefit thereof, and that having shown this, plaintiff had made out a prima facia case and was entitled to go to the jury up op the question of such ratification and the reasonable value of the services so rendered. The corporation had the right to sell its property, and its directors, it must be pre*780sumed, had the power to authorize its executive officers to enter into a contract for the sale of the property and to employ persons to bring about such sale by obtaining customers. Where the contract is one which the directors had power to authorize their officers to make, or to ratify it af-ter it had been made, the burden was on.the persons denying the contract to show that - it'was not authorized or ratified by the board., (Patterson v. Robinson, 116 N. Y. 193.)
The contract being made by the president in the name of the corporation, and one which the corporation had the power to authorize him to make, or to ratify after he had made it, the presumption v was that he had the power to make it, and the burden was on the corporation to show that it had not done so. (Norman v. Loomis-Manning Filter Co., 123 App. Div. 739.)
• Therefore, while it may be that the unusual character of the agreement for compensation takes it without .the rule of the presumption of power in the executive officers to make it, we .do not think it extends so far, under the circumstances of this case, as to prevent the plaintiff from going to- the jury -upon the qúcmtum meruit, the sale having been completed to the person and 'at the price obtained by him. Although the complaint is upon a contract for a specific sum, it contains sufficient averments to enable the plaintiff to recover the value of the services rendered without reference to the allegation of an agreed compensation. (Sussdorff v. Schmidt, 55 N. Y. 319; Sturgis v. Hendricks, 51 id. 635; Barney v. Fuller, 133 id. 605.) . Enough-was shown to put defendant to its proof, and the dismissal was error.
The judgment appealed from should, therefore, be reversed and a-new trial-ordered, with costs to the appellant to abide'the event.'
Scott and Houghton, JJ., concurred; Ingraham and McLaughlin, JJ., dissented.