#### *The Trustees of the Presbyterian Church v. Manson, &c.

May, 1826.

Principal and Agent — Liability of Agent.* — Individuals who contract for the benefit of a company or society, where the credit is given to them, and not to their constituents, are personally liable.

Equity Jurisdiction — Account.†—The principles of Smith v. Marks, 2 Rand. 449. confirmed.

This was an appeal from the Richmond Chancery Court, where Manson and Sturdivant filed a bill against Parkhill and others, trustees or committee for building the First Presbyterian Church in the City of Richmond. The bill states, that the plaintiffs entered into a contract with the persons above mentioned, in their character aforesaid, to erect the First Presbyterian Church in the City of Richmond; and that after the work on the *main*building was completed, a new contract was made between the plaintiffs and two of the same committee or trustees, for the construction and completion of a steeple to the said church: that the said contract was made with the persons aforesaid, with the consent and authority of the other members of the said committee or trustees: that the plaintiffs did, accordingly, proceed with and fully complete a steeple for the said church : that the contract was made with the said trustees, and none other, solely on their credit and responsibility, and the individual contributors or subscribers were unknown to the plaintiffs, and still are so: that frequent application has been made for an adjustment and payment of their account, but to no purpose: that a measurement of the work performed was effected under a mutual order of the plaintiffs and three of the said committee; but the said committee have totally failed and refused to pay the same. The bill prays, that the defendants may be compelled to pay the sum of money due as aforesaid, &c.

Several of the defendants answered, alleging that the sum stipulated for had been fully paid; but it is unnecessary to go into detail, as the cause was decided on the question of jurisdiction.

*The Chancellor decreed in favor of the plaintiffs; and the defendants appealed to this Court.

Forbes and Wickham, for the appellants.

Bacchus, for the appellees.

*

See monographic *note*on “Agencies“ appended to Silliman v. F., etc., R. R. Co., 27 Gratt. 119.

†

See monographic *note*on “Jurisdiction" appended to Phippen v. Durham, 8 Gratt. 457.

The principal case is cited in Petty v. Fogle, 16 W. Va. 512; Yales v. Stuart, 39 W. Va. 129, 19 S. E. Rep. 425.

May 10.

JUDGE CARR

delivered his opinion.

In this case, the appellants made a con*91tract with the appellees, *in*their character of trustees for the pew-holders of the church, whereby they employed them to finish the steeple. They did so. The parties disagreed about the contract, and the appellees filed this bill. It seeks no discovery; states no difficulty in the way of proceeding at law; nor any other reason for coming into equity, except that equity could do more complete justice, by apportioning the debt among the defendants. There could have been no difficulty from the trustees being fiduciary characters ; for, we know from Willis v. M’Williams, Cullen v. The Duke of Queensbury, and many other cases, that individuals who contract for the benefit of a company or society, where the credit is given to them, and not to their constituents, are personally liable; and the bill states, that his contract was made with the trustees alone, and solely on their credit and responsibility; the individual pew-holders being then and still unknown to the plaintiffs. In the argument of the cause, the counsel referred to several cases, to shew that Chancery would sometimes take jurisdiction, in cases of this kind. The authorities have been examined, and they are found to present some feature of equity, which is wanting here. Either a discovery was ,sought, or a multiplicity of suits must have been encountered- at law. This case is, in principle, exactly like the case of Smith v. Marks, 2 Rand. 449. The reasons and authorities there cited, may be referred to, and need not be repeated here.

T am of opinion, that the decree of the Chancellor be reversed, and the bill dismissed.

The other Judges concurred, and the decree was reversed. *

*

Judge Coalter absent.