(dissenting.) This is an appeal from a judgment entered on the report of a referee in a suit for services claimed by the plaintiff to have been rendered to the defendant. The issue was whether the services were rendered to the defendant or to a corporation known as the “Ramapo Water Company.” It appeared in proof that the plaintiff was employed as agent of the Ramapo Water Company in making contracts on property for that company by a resolution duly passed, and notice of such appointment was duly given to the plaintiff, and he rendered the services under such appointment, and charged the same to that corporation. It appears that plaintiff had not'only previously rendered services to that company, for which he had been paid, but the services for which this suit was instituted were specifically rendered under the following paper:
“New York, Jan. 15, 1889.
“Mr. Grant B. Taylor, of Newburgh, is hereby appointed agent of the Ramapo Water Company, for the purpose of making contracts on property necessary for our purposes in the Fort Montgomery district in Orange and Rockland counties, in accordance with printed contracts furnished by the company. George A. Evans, President.”
*181It also appears that plaintiff knew that defendant was connected with and agent for the Bamapo Company. There is no proof that the last-named company ever repudiated any of the contracts made by the plaintiff for land, or denied its liability for the plaintiff’s services. The plaintiff claims, however, that the defendant exceeded his authority in directing him to take contracts in the name of W. S. Andrews, trustee. As to this, it may be said that if such a change was authorized or acquiesced in by the company it would not affect the liability of the company for his services. It can fairly be inferred from the testimony that such change was authorized, as Mr. Samuel testified, without contradiction, that he gave the orders that certain of the contracts should be made in name of Andrews, trustee, and that he (Samuel) was the agent of the company for every purpose connected with its business. Again, as it appears that the plaintiff made the contract, he had no right to follow any instructions which were not authorized by the company. It seems to be conceded that the services were rendered for the Bamapo Company, and that the defendant should have judgment except for two reasons: (1) That defendant had exceeded his authority; and (2) that he did not prove that the Bamapo Company was duly incorporated. The first we have already answered; the second is a matter that was entirely immaterial, so far as the defendant was concerned. The plaintiff made his contract with that company, and it was a matter for him to ascertain before he made the contract of employment. The plaintiff gave that company credit, and it having employed him assuming to be a corporation, it was estopped from denying that it had not legal capacity to make the contract; however, for all purposes in a suit by plaintiff to recover for these services, it was a legal corporation. It follows that the judgment must be reversed.