## Facts

- H. J. Coolidge owned and managed a sugar plantation in Hawaiʻi.
- Coolidge left the islands temporarily and, during his absence, his wife, M. A. Coolidge, managed the plantation’s business.
- While acting as manager, Mrs. Coolidge signed written plantation labor contracts with Pua'aiki and with Kea for their work on the plantation.
- After Coolidge returned, he resumed control of the plantation and accepted his wife’s prior managerial actions, including the labor contracts she executed.
- Coolidge sued in the Police Court of Honolulu to enforce the labor contract(s) made with Pua'aiki (and related contract(s) involving Kea).
- At trial, Pua'aiki did not claim that either Mr. Coolidge or Mrs. Coolidge breached the contract; instead, he challenged whether a binding contract existed.
- Pua'aiki argued the contract was void for lack of mutuality because Coolidge had not given his wife written authority to bind him, and (Pua'aiki claimed) without that writing she could not subject him to a Hawaiʻi labor statute that imposed civil and criminal liability on employers for maltreatment of employees.
- The Police Court entered judgment for Coolidge, and Pua'aiki appealed to the Supreme Court of the Kingdom of Hawaiʻi.

## Issues

1. Whether a plantation labor contract signed by the owner’s wife while she managed the plantation was unenforceable for lack of mutuality because the owner did not give her written authorization.
2. Whether the claimed inability of the wife (absent written authority) to bind the owner to statutory employer liabilities rendered the contract void or nonbinding on the owner, defeating enforcement against the laborer.

## Decision

- The Supreme Court affirmed the judgment for Coolidge.
- The court rejected Pua'aiki’s lack-of-mutuality argument and treated the labor contract as binding and enforceable against Pua'aiki.
- The court relied on agency principles: Mrs. Coolidge’s authority arose from her management role during Coolidge’s absence and, in any event, Coolidge’s later acceptance of her actions amounted to ratification that bound him to the contract.

## Legal Principles

- An agent placed in general control of a business may have implied authority to make contracts customary to that business, including hiring labor in the ordinary course.
- A principal who, with knowledge of material facts, accepts and treats an agent’s unauthorized transaction as his own may ratify it, and ratification binds the principal as if he originally authorized the act.
- Mutuality of obligation is satisfied when both sides are legally bound; a party cannot avoid a contract by claiming the other side was not bound where agency authority or ratification makes the principal bound.
- A contention that statutory duties or penalties would not attach (because of a missing written appointment) does not, by itself, negate the existence of a binding employment contract when the principal has authorized or ratified the agreement.

## Conclusion

Coolidge v. Pua'aiki held that plantation labor contracts signed by Coolidge’s wife while she managed the plantation were enforceable because her managerial role supplied at least implied authority and, after returning, Coolidge ratified her actions; therefore, the contract was not void for lack of mutuality and could be enforced against the laborer.


Coolidge v. Pua'aiki, 3 Haw. Rep. 810 (1877)