to clothe the board with authority to enter into a contract to run for a period of three years. The rather stereotyped argument is employed that, if the board has authority to enter into a contract for three years, no reason could be perceived for denying the validity of a contract for ten years, and, if so long a contract could be made, hands of succeeding boards would be bound and their powers taken from them. The Illinois decisions are referred to with approval in Chittenden v. Waterbury, supra.

It cannot be said that any general doctrine of the law of contracts or of municipal corporations is announced or is applied in decisions which rest primarily upon the meaning and effect of a statute or of statutes. If in terms a power is in one part of a statute given without words of limitation, but in another part of the statute is limited expressly, or by necessary implication, it is limited, and by the statute. The reasons which affected the conclusions of the Illinois court, reasons based upon the provisions of the statute itself, were urged in this court in a case involving a contract made for teaching a graded school. The validity of the reasons was denied because the statute provisions relied upon did not relate to graded schools. In other words, the asserted limitation of a power, conferred generally, was not found in other portions of the act, and was therefore denied. Tappan v. School District, 44 Mich. 500 (7 N. W. 73). See, also, Cleveland v. Amy, 88 Mich. 374 (50 N. W. 293); Farrell v. School District, 98 Mich. 43 (56 N. W. 1053).

The power to employ a superintendent for the Escanaba schools is a general power, conferred in general terms. The general grant found in the statute is not in some other part thereof limited, expressly or by necessary implication. It is said for defendant that nevertheless the court should find and declare that public policy fixes a limitation upon the

exercise of the power, a limitation which the court may, and should, state in the form of a rule applicable to all like cases. "Appellant's counsel argue,” it is said in the brief for defendant

"That a contract made by a board of education is valid.' Defendant's counsel presents the same proposition, and thus far they are in accord. Appellant's counsel then place a limitation upon the power of the board which is 'if made for a reasonable time.' Defendant's counsel likewise places a limit to the board's power, which is 'if made for a term within the official life of a majority of the board.' Now is it not perfectly apparent that the quality of these lines of reasoning is exactly the same, and that the only difference is quantitative? Upon the proposition that these contracts are valid we are agreed. Upon the further proposition that the board is limited in its power to make them, we are also agreed. The difference between us is upon the quantity of such limitation, and only upon that.

"Appellant's counsel urge the adoption of a rule respecting such quantity which is indefinite, vague, and uncertain. Under such a rule, no lawyer would be able to advise a man or board whether a particular contract was valid or not. It would first have to be adjudicated and such adjudication would add but little certainty to the law governing such contracts; successive adjudications would be necessary, until the court reached such a time as would give the word 'reasonable' definition and certainty. When such time limit had finally been reached, the court would have 'legislated' into its decision just the thing which counsel for appellant argues it has no right to do, namely, the making of such time limit definite and certain. Is not such a result inevitable, and is it not as much of an assumption of legislative power on the part of the court to declare a contract for ten years void as to say that one made for a greater period than the official life of a majority of the members of the board is invalid? And upon what ground does the rule that the limit of these contracts is for a reasonable time rest for its justification? Is it not palpable that such justification can be found only in considera

tions of public policy? Where do we find any such limitation placed by the legislature? We submit that it is to be found nowhere in the statutes.

"Counsel argues that to make such limitation at once specific would amount to judicial legislation, but can they deny that the limitation which they concede amounts to the same identical thing, except that it contains the objectionable feature of uncertainty, which objectionable feature is to be eliminated by the courts only by a multiplication of lawsuits, which but lead to a result of certainty so insistently objected to by appellant's counsel? The recognition of any time limit to the power of the board to make these contracts is but a concession of the right of the voters at some time to control the subject-matter of such contracts. * * * Defendant's counsel insist that the limitation of the board's power should be given precision and certainty, and that the exercise of the right of the voters should not be denied for any time whatever after it accrues. That is the only difference between us upon this question. The reason for either limitation is obviously the same, and the desirability of certainty in the law should leave no question as to which is the better rule. The voters can change the personnel of a majority of the board of education in any two successive years, and it is nothing to the purpose to argue that it might be done in one year. It cannot necessarily be done in that time."

The difference between counsel is more fundamental than this statement indicates that it is. There are many contracts and many acts, official and other, which are enforceable at law and receive judicial recognition only if they are reasonable. To say that a contract is valid if reasonable is not to apply an indefinite and uncertain legal test. The facts in each case having been determined, the test is as definite and certain as any applied in the administration of the law. By this I mean that the rule of law certainly and definitely holds a contract good or bad as its reasonableness or its unreasonableness is determined. But beyond this the rule contended for by appellee and applied by the court ought to rest upon

some sufficient reason. Certainty and universality of application of a rule are desirable but do not, after all, furnish reasons for the rule itself. The legislature has made the board of education a continuing body, and has confided to it the matter of selecting and employing a superintendent of schools. Why should the court say that the power of the board in this behalf does not extend so far as to permit it to hire a superintendent for more than two years? The court cannot extend or diminish the legislative grant of power; what it may do, in a particular case, is to determine whether the action of the board which is questioned is within the power conferred.

I am of opinion that the limits, and only limits, to the exercise of the power of the board to employ a superintendent of schools are those fixed by reasonableness and good faith. The board of education does not derive its powers from the district but from the statute. That courts or juries might differ concerning the effect of particular action, as indicating good faith or the contrary, is no reason for refusing the rule. If the board should make a contract for the services of a superintendent for 50 years, or for a year at a salary of $50,000, a court, without the intervention of a jury, would promptly set the contract aside as fraudulent. In cases like the one at bar, the question of good faith is one for a jury, which should be instructed that in considering the question all facts bearing upon the propriety and reasonableness of the contract, as well as the actual motives and purposes of the board, may be considered. If a district had never paid more than $3,000 salary to a superintendent, a contract calling for $6,000 salary might be found to be so unreasonable as to be fraudulent. So, if the size and needs of the district reasonably demanded a schoolhouse costing not more than $10,000, a contract to build a schoolhouse costing $50,000 would be open to the charge that it was unreasonable,

and legally fraudulent, no matter what optimistic and utopian reasons the board might entertain about the matter.

The power and the exercise of it are assumed with reference to, and restricted by, the purposes for which it is conferred and the reasonable necessity for its exercise. Within reason and in good faith the powers conferred by the legislature upon the board should be exercised by the board. There is nothing novel in this doctrine. Moon v. School City of South Bend, supra; Wilson v. East Bridgeport School District, supra; Burkhead v. Independent School District of Independence, supra; City of Denver v. Hubbard, supra.

The judgment is reversed. Inasmuch as the admitted facts respecting the making of the contract in suit are such that an inquiry into the good faith of the parties is suggested thereby, a new trial is granted.

STEERE, C. J., and MOORE, MCALVAY, BROOKE, KUHN, STONE, and BIRD, JJ., concurred.

ALGER v. CHENEY LUMBER CO.

CONTRACTS-SPECIFIC PERFORMANCE-ACCOUNTING-STOCKHOLDERS'

SUIT

CORPORATIONS-PAROL AGREEMENTS.

In a suit for an accounting between stockholders of a bankrupt corporation and stockholders of another corporation defendant, which the bill charged with breach of a parol agreement to buy all the property of the bankrupt under judicial proceedings and sale, the defense that the minds of the parties never met and no contract was executed, held, properly sustained by the finding and decree of the lower court.