Opinion by
Mr. Justice McCollum,There was no contract, verbal or written, between the plaintiffs and the defendant company for the sale and delivery of logs by the former to the latter, but the plaintiffs had a written contract with Stevenson by which they agreed to sell and deliver logs to him on the terms stated therein, and he had a written contract with the defendant company by winch he sold to it, “to be delivered out of the West Branch Boom during the sea*648son of 1891,” the logs the plaintiffs had agreed to sell and deliver to him. The plaintiffs’ contract with Stevenson was entered into on August 2, 1890, and his contract with the defendant company on March 23, 1891. At or about the time appointed by the contract between the plaintiffs and Stevenson for the delivery of the logs, there was a disagreement between the plaintiffs which resulted in a suit that terminated in a settlement on April 1, 1891, -which settlement was reduced to writing and signed by Straw, Woods and Stevenson. The defendant company had no connection with the settlement and was not in anywise affected by it. In its contract with Stevenson it had agreed to pay him for the logs $11.50 per thousand feet, free of boomage, as follows : Two thousand dollars ($2,000) in its notes at four months when the logs were broken into the creek and the balance to be paid in its notes at four months flat, when they had all been rafted out of the West Branch Boom, and accepted by it. Assuming that this contract created a liability which the company was bound to discharge in accordance with its terms it furnishes no ground for a recovery in this suit.
The liability imposed by the contract is not to the plaintiffs but to Stevenson who has not surrendered any of his rights under it to them. It appears that Stevenson, after the execution of the contract, induced the treasurer of the defendant company to draw and deliver to him two checks of $1,000 each, on the First National Bank of Milton, payable to Straw & Woods or their order. It nowhere appears in the evidence that there was any formal or other authorization by the company of the issuance o£ these checks or of a ratification of it. If they were intended as payments on the company’s contract with Stevenson, or as payments on account of the plaintiffs’ contract with him, it can hardly be contended that the treasurer by virtue of his office was authorized to issue them. If such a power inheres in or is incident to his office he may of his own volition materially change the provisions of the company’s contracts, defining its liabilities and the manner of discharging them, and create liabilities which the company must discharge, and for which no consideration has been received or bargained for. It is quite certain that no such power is vested in any officer or member of a partnership association organized under *649the act of June 2, 1874, and the supplements thereto. The maintenance, therefore, by the plaintiffs of their suit on the checks required the production of evidence showing authorization or ratification by the company of the issuance of them. The plaintiffs recognizing the importance of this, sought to show ratification by the company, predicated on Kramer’s presence when the settlement of April first was made, and when some of the logs were broken into the creek. Their offer to establish ratification was a failure. Kramer distinctly refused to have anything tó do with the settlement, and the undisputed evidence is that he declared at the time of it that the checks would not be paid. In his presence at the creek when some of the logs were broken into it, there was no element of ratification ; nor can we find from the evidence that anything was said or done by him there or elsewhere which estopped the company from denying its liability upon the checks. Besides, it was not shown that he was clothed with authority to obligate the company to pay them. The matters to which we have referred are, considered by themselves, sufficient to warrant the action of the court'in instructing the jury to find for the defendants. Aside from these, however, there are other matters which deserve notice. The checks were not delivered to Straw & Woods, although they indorsed them. Stevenson returned one of them to the defendant company, and it was destroyed, and he placed the other in the custody of Fry, who by direction of Straw, Woods and Stevenson sent it to the company, and it was also destroyed. It is true that Woods testified that he once had possession of the check Stevenson lodged with Fry, and that Straw testified that he said to Fry, after he directed the check to be sent as above stated, that he (Fry) had better keep the check until he (Straw) heard from his attorneys. But this testimony cannot be regarded as nullifying the surrender of the checks or establishing fraud on the part of Fry or the company in connection with it. The checks were surrendered and destroyed early in April, 1891, and this suit was brought on July 30, 1896. In the meantime the defendant company has, after a protracted and costly litigation with Stevenson, Kramer and the West Branch Boom Company, recovered less than one half of the logs called for by its contract with Stevenson. *650It has paid on the contract with Stevenson an amount which, together with the expenses of the litigation forced by Stevenson and his confederates, equals four fifths of the price it agreed to pay for the logs. It will thus be seen that the equity as well as the law accords with the judgment entered by the court below.
The specifications of error are overruled.
Judgment affirmed.