The Alaska prospector., 1903-12-03
.a,,iu,K.lrrom ,e,on,l ,.a~

an un,i,~rlosp,l and .sij"ipip- mil. r,-an a suit to ocniurrc a trust therein iar his cn pl.yer~ thc sup.cme eaurt ~f iIr!S gan. by J-,lcy C. J., hrld thai tb- fact tiss,i he ws> >ueh niaRagcr did not 'i iis,f crva c,fl'~ relation nf trustee and er<tui ViSc trust hciwccn them ia r-ia aiisn (" the newly aclui1-si m'ac. and said:
 tuslly intcn,l-,l er resulting from q iaiIarr tn rec''ynizc and "bscTve the ruicS ef bts~ireS> in. segrity"
 The ysaiuvT has uot tailed iurccaynize inc correct rule in its bir: il aIcge~ that the inCa- tor> uf the min,~ in casirsv.rSy urrc a; Inc time its agents. aud wvrp employed, ~uppnr rl and paid [" logate tnc-r claims fer it. and did dis cover and locate them under contract with il and while >o employed, supported and paid iyy u These ahcgatioss are as certainly denied by the defendants ssd the gue>tisn -f agency thus stands at the threshold of the ease Were the io.aiors sf the Bonanza mise~ al ;lr time of tn" disct.ery and l"sstion agcnts e< under contract with. paid and supported by. and act dug in the interest ef the plaiR;if ar. were they then >taniing in any such fduciary relation sowara ihe plaintiff that it would te ineauit able tn permit thera t@ retain tn. tifse to the said property; er. did they Iaraie the min-- through information obtained from tn. prin- cipal nr fr"m theirnear relationship toi,s busi ness, CT its agents and thereby aeeriv, inc principal of its right te leca;e them; or was their lecstion inequitable ahd in fraud ef the
 The first real struggle in this case begins over the extent of the agency assumed by R. r. Me Clclian as superintendent ef the plaintiff com pany in Alaska in ial. That he acted aS such superintendent ix doing assessment work on their scattered mines and development work sn the Ni,clai group for patent fs admitted The Plsinlih seeks to extend his agency to in elude the location of the Bonanza group while the defendants deny that it can have such bounds. Perine and Willard testify that they made the agreement with McCicilan hy Narni and torlrcy. the secrctary sf ils. board of s.i- rcctor~ of the plaintiff company. te~tifes that Mcclellan was present on March g. len when that routraet vas stated te tls. haard bv the president and ratified by that body for the eunpany: The cos'rart so stated and ratified i> in the following words:
 The president then stated tha; MT. R. F. Me Cl-ilan had been engaged te act as superin- tcnd-nt f~r this cornpany in Alaska for tn. year l@o ie attcxd to such a>se>>inent w,rk a~ is required by law, to ob'ais [. $. patents to the several mine> owDed by the company and to locate and have locaied all other mines and water rights in that vicinity for the company, and hire men f~r thee pnrpo--> and all other work ei 'l-rel.rment and location a> i> nere~ sary and that he had agreed io pay Mir Msclel- Ian for his services si2in per mshth for the Sear lep. On motion of Director l. r. Fraser seconded hy Director Grant Cor,irey. the action of the President in employing MT Mcclellan to act a> superintendent oi thi- eompanv ali II sal. aTy o: $l35nn Der month Fer ;h. year leOo ,, h. proved and an motion i~iag put. il was unaAi- mauSy carried" (>-~ F. 3s7. vol 2 Propositions ]
 This <triein-nt must be accepted as the con. tract. from the standpoint oi the plaintiff Either il i> such or they have none, for na oth- l. shown by the evidence to have been made by the contracting power in the corporation. nor stated to nor ratified by it. IL does not appear that Pcrinc and Willard. ar either of
 
 ar did make any other contract for the carH- pany of by its authority, or that any additioHs qualifications or exceptions were ipasls ts this one by the beard of direcisrs, CT by it. auth.r- ity. ar that II ratified the same The state mcnt so made by the president nf the board sf directors of plaintiff conraIy and ratified by II on March 2S, lND, must stand alone us the. plaintiff statement of that contract
 on the other hand Mcclellan denies that he agreed generally to locate mines for the com Yany. and say- that te that extent The ron- tract as ratified by th~ company Was and is ls- correct. Defendants take the position that Met lel!an> contract Was limited by his letter sf acc-p'anee written [" Pcria- under da;c oi January 2, lgD, frem PY.EcctoH. MiBn., and ylared before the board of directors in san franci>eo on January l5. See "Plaintiff-s Ex- hihit No. 5.' page i5i Sal. ?. Propositions. This anay have been the condition of their negoIia- tion> on that date, but if he Was present before the board of directors on March 23l.. and agreed Ia the contract stated and ratified then his ah'l all "th-r fsrIner negotiations by letter ,s otherwise were merged therein and beth par ties Were bound by il.
 In the view that 1 take ef the evidence ih thi> ca>e. however. il can make po diffesence whether he agreed L. the locating clause in the >tai-d contract or not. t.n,cliHg that the co1tra-t was a> stated by the pfesident and ra;jiis'l by the board, Tn what respect was il violated by Mcclellan? Iet exam me it for