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act. They direct or assent by vote; but their vate corporation, or to an individual, when it most immediate mode of action must be by is sought to visit a pecuniary liability ex conagents. If the corporation, or its representa- tractu, upon a town by the ordinary means of tive, the board, can assent primarily by rote a suit at law. So far as a municipal corporaalone, to say that it could constitute an agent tion is endowed by law with the power of to make a deed only by deed, would be to say contracting, and as such, is made capable of that it could constitute no such agent what- acquiring, holding, and disposing of property, ever; for, after all, who could seal the power and subject to the liabilities incident to the of attorney but one empowered by vote? exercise of such power and capacity (thus Tenn. Supreme Ct. 1843, Hopkins v. Galla- being invested with legal rights as to proptin Turnpike Co. 4 Humphrey, 403; S. P. erty and contracts, and made subject to legal Va. Ct. App. 1846, Burr o. M'Donald, 3 Grat- liabilities in respect thereto, to be ascertained tan, 215. See Savings Bank v. Davis, 8 Conn. and enforced by suit in the ordinary judicial 191.
forums, upon the same principles, and by the 15. Some authority from corporation, same means as in case of a private corporanecessary. No individual member can repre- tion) such municipal corporation must stand sent the corporation in their aggregate capa- on the same ground of exemption from legiscity, but in consequence of their consent. lative control and interference as a private The requisite evidence of this, at common corporation. As to third persons who seek law, was a deed under the seal of the corpo- to enforce pecuniary liabilities against towns, ration. Aggregate corporations established arising upon contract, such towns are merely by statute are not restricted to that formality. private corporations or individuals, and in They have powers given them to order their this respect they are not affected by the purely affairs, and to appoint and employ agents by municipal, public and political features that vote; or in such other manner as the corpo- appertain to their corporate existence, in virration may by their by-laws direct. But no tue of and in reference to which alone they person is an agent for them, who proceeds are subject to the absolute control of legislawithout any authority, either by letter of at- tion. Vt. Supreme Ct. 1858, Atkins o. Town torney or by a corporate vote, or who acts be- of Randolph, 31 Vt. (2 Shaw), 226. side the authority given him; that is, his acts 17. Neither a remittance of money to one will not charge them, unless subsequently as- as the agent of a bank by another party, and sented to by some act of the corporation. his consent to receive it as such, nor his adThus a claim for work done on a turnpike is missions, nor the fact that he is a director of not supported where the plaintiffs cannot the bank, have any tendency to prove that he prove any request by an authorized agent of is the agent of the bank. The consent of the the corporation; but only that their men bank that he should so act is necessary. Ala. were seen at work upon the road by different Supreme Ct. 1847, Holman o. Bank of Norfolk, members of the corporation, and by an agent 12 Ala. N. 8. 369. who was authorized to contract on its part, but in writing only. Mass. Supreme Ct. 1813, 2. Evidence of their Appointment. Hayden o. Middlesex Turnpike Co. 10 Mass. 397; Vt. Supreme Ct. 1839, Burdick v. Cham- 18. Judicial notice. That courts cannot
ain Glass Co. 11 Vt. 19. See also, Williams judicially notice that a particular board of 0. Pigott, 5 Eng. Railw. Cas. 544; 2 Exch. the corporation is authorized to appoint 201; Nevins o. Henderson, 5 Eng. Railu. Cas. agents, where the evidence of such authority 684; Spottiswood's case, 39 Eng. Law & Eq. is not introduced, -see Haven v. N. H. Asylum, 520; Cox v. Midland Railway Co. 18 Law J. 13 N. H. 532. N. S. Exch, 345.
19. Production of the record of appoint16. The doctrine that no person, whether ment. The ordinary and proper proof of natural or artificial, can be compelled by legis- the appointment and authority of an agent lative enactment to become a party to, or of a corporation is made by the production subjected to liability upon, a contract, with of the records or books of the corporation, out his consent, must receive the same appli- containing the entry or resolution of appointcation to a municipal corporation as to a pri- ment; the records being proved to be the
records of the corporation.* N. C. Supreme pointment or election of the treasurer, and Ct. 1835, Buncounbe Turnpike Co. o. McCar- the production of the records was refused, son, 1 Deo, & B. 306.
the testimony of a witness was admitted that 20. Where a corporation brings a bill, and he had seen the records, and that it appeared alleges therein that certain acts were done by therein that the person accepting the bill was committees thereof, whereby a resulting trust duly elected treasurer, as competent proof of in certain land, conveyed to a third party, his appointment and authority. Mass. Suwas raised in favor of the corporation, it can- preme Ct. 1841, Narraganset Bank v. Atlantic not prove the authority of the committees to Silk Company, 3 Metc. 282. act therefor, by parol evidence; their power 25. Where the act of incorporation does to act can be shown only by its records. not require that the appointment of an agent Me. Supreme Ct. 1845, Methodist Chapel or the making of a contract should be by Corporation o. Herrick, 25 Me. (12 Shep.) 354. a written instrument, and it does not appear
21. In order to establish an agency in be- to have been so made, it may be proved by half of a corporation it is not indispensable parol. Ind. Supreme Ct. 1857, Richardson to show a written authority, or a vote or res- o. St. Joseph Iron Co. 5 Blackf. 146; Hamolution of the corporate authorities. Mo. ilton 0. Newcastle &c. R. R. Co. 9 Ind. Supreme Ct. 1860, Williams o. Christian Fe- 359. male College, 29 Mo. (8 Jones), 250.
26. Authority may be proved by facts 22. In an action upon the case against a and circumstances.” See Elysville Manf. Co. corporation for injury done by their agent, it o. Okisko Co. 5 Md. 152; Northern Central is not necessary to prove that the agent had R. R Co. v. Bastian, 15 Md. 494. authority under the corporate seal, nor under 27. The authority of an agent of a corpoan order entered upon the books of the cor- ration may be shown by acts and the general poration. Circ. Ct. D. C. 1802, Hooe o. course of business. Me. Supreme Ct. 1847, Mayor &c. of Alexandria, 1 Cranch C. Ct. 90. Badger o. Bank of Cumberland, 26 Maine
23. Under a bill filed by an incorporated (13 Shep.) 428. railway company for the specific performance 28. Authority inferred.
The appointof a contract for the purchase of land entered ment of an agent of a corporation may be into by their agent, it was objected that the inferred from the adoption of his acts. Ala. contract lacked mutuality, as it did not Supreme Ct. 1856, Alabama &c. R. R. Co. o. appear that the agent was authorized under Kidd, 29 Ala. N. S. 221; 8. C. Ct. of Appeals, the corporate seal, and his act was therefore 1856, Planter's Bank of Fairfield o. Bivingsnot binding on the company. Held, that ville Cotton Manuf. Co. 10 Rich. Law, 95. as the company had, before bill filed, acted And see Regina v. Grimshaw, 16 Law J. N. S. on the contract by entering into possession 2. B. 385. of the land, and making a railroad over it, 29. Jury may infer authority given to an they had become bound by it. It could be agent who committed an act of conversion, enforced against them, and therefore might from an adoption of the conversion, e. g. from be in their favor. Chancery, 1840, London the corporation having received the pro& Birmingham Railway Co. o. Winter, 1 ceeds. See Smith v. Birmingham & StaffordCraig & P. 57.
shire Canal Co. 1 Ad. & E. 526 ; Mayor &c. 24. Parol evidence. Where, in a suit of Baltimore o. Norman, 4 Md. 352. against a corporation on a bill of exchange 30. To a very great extent, corporations accepted by one, in behalf of the corporation, are held bound, by presumed or implied auas its treasurer, notice was given by the thority to those who are held out or permitplaintiff to the corporation to produce its ted to act for them in their usual course of records for the purpose of proving the ap- dealing within their charter powers. II. Su
preme Ct. 1855, Ryan 0. Dunlap, 17 IN. 40.
31. * See also, Owings •. Speed, 5 Wheat. 424; Thayer 0.
- from course of dealing. If the diMiddlesex Mut. Ins. Co. 10 Pick. 826; Narraganset Bank rectors of a corporation by vote authorize €. Atlantic Silk Co. 3 Metc. 282 ; Clark v. Benton Manf. Co. their treasurer to indorse notes of the corpo15 Wend. 256; Methodist Chapel Corporation . Herrick, ration to a third person, or if such treasurer 35 Me. 854; Haven o. N. H. Asylum, 13 N. H. 582; Miller 1. Ewer, 27 Me. 509.
is suffered to draw and accept drafts, to inIf a per
dorse notes payable to the corporation, and of the corporation, which were before its manto do other similar acts whereby he is held agers for years without objection. Ib. out to the public as having the general au- 35. Presumed. If officers of the corpothority, implied from his official name and ration openly exercise a power which presupcharacter, the corporation is bound by his poses a delegated authority for the purpose, acts, due within the scope of such implied and other corporate acts show that the corpoauthority. And an indorsement and transfer, ration must have contemplated the legal exby such treasurer, of a negotiable instrument istence of such authority, the acts of such belonging to the corporation, made in pursu- officers will be deemed rightful, and the delance of such express or implied authority, egated authority will be presumed. will pass a valid title to the indorsee. Mass. son acts notoriously as the cashier of a bank, Supreme Ct. 1861, Lester 'v. Webb, 1 Allen, and is recognized by the directors, or by the 34.
corporation, as an existing officer, a regular 32. Though the by-laws of a corporation appointment will be presumed; and bis acts do not confer on its general agent the power as cashier will bind the corporation, although of accepting bills, yet if the agent has been no written proof is, or can be, adduced of his in the habit of accepting bills which the com- appointment. U. 8. Supreme Ct. 1827, Bank pany has paid, it will be bound by an accept- of United States v. Dandridge, 12 Wheat. 79. ance given by him under like circumstances. See also, Burgess o. Pue, 2 Gill, 254; McCulN. Y. Supreme Ct. 1818, Munn v. Commission lough v. Annapolis and Elkridge Railroad Co. Co. 15 Johns. 44; S. P. 1841, Com. Bank of 4 Gill, 58. Lake Erie o. Norton, 1 Hill, 501; 1853, Ex- 36. The agent of a bank, without objection change Bank v. Monteath, 17 Barb. 171. that parol evidence was not competent to
33. The directors of a railroad corporation prove his authority, swore that he was authorrelinquished the management of the road forized to transfer certain promissory notes held a period of years to the president, allowing by the bank; it was presumed that he was him to buy property for the use of the corpo- authorized to make the transfer, by a resoluration, and to give the notes of the corpora- tion of the directors, as required by the stattion for the price; and when, at the end of ute. N. Y. Supreme Ct. 1860, Warner v. Chapthe three years, the managers again resumed pell, 32 Barb. 309. the discharge of their appropriate duties, they 37. No presumption that a sale of corpotook possession of the road and of all the rate property ordered by a director was made property thus procured by the president, and by authority of the company. See Moody v. continued to use such property for several London &c Railway Co. 1 Best & S. 290. years, without question as to the manner in 38. No presumption that corporate agents which it had been obtained. Held, that un- have exceeded their authority, or made repreder such circumstances, the acts of the as-sentations without sufficient authority. See sumed agent could not be repudiated. The Carey v. Cincinnati &c. R. R. Co. 5 Clarke powers of an agent of a corporation are such |(Iowa), 357. as he is allowed by the directors or managers 39. Established by estoppel. The obligor of the corporation to exercise, within the lim- in a bond given to a corporation for the price its of the charter; and the silent acquiescence of land, reciting the contract of the corporaof the directors or managers may be as effect- tion to convey, is estopped from questioning ual to clothe the agent with power, as an the authority of the agent who made the conexpress letter of attorney. N. Y. Ct. of Ap- tract, if the corporation have done no act inpeals, 1863, Olcott v. Tioga R. R. Co. 27 N. Y. dicative of a design to repudiate it Me. Su546.
preme Ct. 1853, Augusta Bank v. Hamblet, 35 34. To show that the president of a cor- Me. (5 Red.) 491. poration had authority to draw, in the name
3. Construction of express powers. of the corporation, the note in suit, evidence is admissible that he had, on various occa- 40. A general appointment as an agent," sions, as well after as before, executed similar duly authorized to do a specified thing, gives bills and notes which had been paid, and the the limited powers only. See Wilson v. Gensums thus expended entered into the accounts / esee Mut. Ins. Co, 14 N. Y. (4 Kern.) 418.
41. Making contract. Power to borrow to himself for the benefit of the bank, and money on the credit of a town to rebuild a competent to make the oath required by law bridge, may imply power to bind the town in the case of mortgages. See Lathrop o. by contract for building. See Simonds v. Blake, 3 Foster (N. H.) 46. Heard, 23 Pick. 120.
50. Power" to sell " does not enable agent 42.
Making negotiable instruments. to pledge for his own debt. See Whitney v. Power to advance money for a corporation State Bank, 7 Wis. 620. will not authorize signing a note for them. 51. Employing sub-agents. Power to a See Webber o. Williams College, 23 Pick. 302. town treasurer to “ borrow," not an author
43. A committee appointed by a town to ity to employ a broker at expense of the " lay out" money voted to be raised for the town to negotiate a loan. See Butterfield v. repair of a highway, not empowered to bind Inhabitants of Melrose, 6 Allen, 187. the town by a promissory note. See Sav- 52. Power to agents of a town to proseage o Rix, 9 N. H. 263.
cute an action, includes power to employ an 44. Power to give a “company note," may attorney. See Buckland o. Conway, 16 Mass. authorize a bill of exchange on a person who 396. had no funds. See Tripp o. Swanzey Paper 53. Power to “take measures to obtain Co. 13 Pick. 291.
possession" of land devised, and “to choose 45. An authority to the president of a cor-agents to institute or defend any suit or suits, poration to make all contracts &c. “under the and act anything relative thereto,” will audirection of the board,” not an authority to thorize the agents to make an entry on the accept a bill without direction of the board. land, on which to found a writ of entry. See See Lazarus o. Shearer, 2 Ala. N. 8. 718. Sutton o. Cole, 3 Pick. 232.
46. Power “ to accept a bill not exceed- 54. The by-laws of a corporation, giving ing" a specified sum, will authorize accept- to the directors “a general superintendence ing such sum. See Thompson v. Wesleyan and control over the affairs of the corporaNewspaper Association, 8 C. B. 849; 19 Law tion,” with power to sell lands and tenements J. N. S. C. P. 114.
on such terms as they may deem advanta47. Conveying. A vote authorizing an geous, though they doubtless give the directors officer to “sell and convey” a tract of land, power to lease, give them no authority to delempowers him to execute a bond, binding egate to an attorney power to lease in his the corporation to convey. The authority to discretion. N. H. Superior Ct. 1850, Gillis o. sell implies a power to negotiate and make Bailey, 1 Fost. 149. & bargain prior to conveying, if this be necessary. Me. Supreme Ct. 1853, Augusta Bank
4. Implied Powers. e. Hamblet, 35 Maine (5 Red.) 491.
55. In general. An agent's authority, 48. A vote authorizing an agent to convey however generally expressed, if capable of lands, must specify the tract to be conveyed, being executed in a lawful manner, is never or give some description by which it can be to be extended by construction to embrace ascertained. The power ought to be as cer- acts prohibited by law, so as to render his tain as it is necessary for the deed to be principal liable to a criminal prosecution, or which is to be executed under it. N. H. Su- to a statute penalty. N. Y. Superior Ct. perior Ct. 1835, Lumbard v. Aldrich, 8 N. H. 1854, Clark o. Metropolitan Bank, 3 Duer, 31.
241. 49. An agent of a bank clothed " with 56. The powers conferred on an agent are full power to dispose of the interest of the not restricted by being expressed to be subbank in certain property, real and personal, ject to the direction of the board of directand in the name of the bank and for their ors, unless they interpose to limit them. Me. benefit to make &c. any deed or deeds of all Supreme Ct. 1855, Whitney o. South Paris or any portion thereof, and in general to man- Manuf. Co. 39 Me (4 Heath), 316. age and dispose of the interest of the bank in 57. The agent of a manufacturing corporasaid property, at his best discretion,"—Held tion was empowered by its by-laws to manage authorized to sell and convey the same, and to the affairs of the corporation committed to take notes therefor and a mortgage as security, I his care, and to exercise the powers committed to him according to his best ability and hands in the employ of the company. The discretion, and promptly to collect all assess- creditors of the company cannot avoid such ments and other sums that should become a transfer, on the ground of a previous agreedue to the corporation, and to disburse them ment by the members of the company with a according to the order of the board of direct- third person, to deliver all the lumber to him ors, who were made a board of control over to be disposed of for the company; certainly him Held, that the agent, if the board of not, where such third person recognizes the directors did not interpose to control his pro- right of him to whom the transfer is made, ceedings, bad authority to employ workmen and does not insist that he himself has any to carry on the business of the corporation, right or claim. Mo. Supreme Ct. 1852, Tayand to pay them with its funds, or, not being lor o. Labeaume, 17 Mo. 338. in funds, to give the notes of the corporation 62. But when a mining concern was carried in payment. Mass. Supreme Ct. 1843, Bates on by an agent in Cornwall, and distress war0. Keith Iron Co. 7 Met. 224.
rants were issued by the justices of the peace, 58. Stockholders not liable for agent's in consequence of the wages of the workmen fraud. The agent of a corporation is not the not having been paid, -Held, that the agent agent of the individual stockholders, so as had no power to borrow money, and pledge to make them responsible for his frauds, or to the credit of his principals, in order to previtiate a contract made by an individual vent the warrants being put in force. Exch. stockholder for the sale of his own stock. 1841, Hawtayne v. Bourne, 7 Mees. & W. 595; Chancery, 1838, Moffat v. Winslow, 7 Paige, 5 Jur. 118. 124.
63. to make contracts. Where the 59. “General agents:" Power to convey general agent of a corporation makes a conland. Although general powers of manage tract in the ordinary course of business, the ment are conferred upon an agent by the di- company may be held liable upon it in a rectors of a company, yet they must be under- proper case, upon general principles of the stood to be limited to correspond with the law of agency. It makes no difference that duties to be performed, and the business to be the defendants were a corporation; for it is transacted. Thus the general agent of a man settled that they may be bound by the acts ufacturing corporation is not authorized, of their agents, in the same manner as primerely as such, to transfer by deed the real vate individuals. N. Y. Supreme Ct. 1818, estate of the company. It may be incidental Munn o. Commission Co, 15 Johns. 44. to his powers as agent to borrow money, give 64. A surgeon who has amputated the promissory notes, and do many similar acts, limb of a passenger, injured by the moving in the ordinary course of business of the com- of a truck upon the railway, under directions pany; but to empower him to sell or convey given by the station agent, in consequence of its real estate, a specific authority is neces- which the surgeon performed the operation, sary Conn. Sup. Ct. 1828, Stow o. Wyse, 7 cannot recover of the company for his serConn. 214.
vices. It is not incident to the employment 60. - to mortgage machinery. An agent of a station agent, to bind the company by of a corporation, appointed by the directors such a contract. If, however, the company for the purpose of superintending and carry- have ratified similar contracts made by this ing on its business, has no authority, in virtue same agent, this may be evidence tending of such agency, to pledge or mortgage the to show that they have given this particular machinery used by the company, for the secu- servant authority to make such or similar rity of a loan. N. H. Superior Ct. 1841, Dis- contracts; but not that they have given patch Line of Packets v. Bellamy Manuf. Co. authority to all their servants to do so. 12 N. H. 205.
Exch. 1849, Cox v. Midland Counties Railway, 61. to transfer assets in trust. A 3 Exch. 268; 13 Jur. 65; 18 Lau J. Exch. general agent, who has the entire superintend- 65. N. Y. Superior Ct. 1853, Stephenson o. ence and management of the business of a N. Y. & Harlem Railway, 2 Duer, 341. lumber company, the members of which live 65. The engineer of a railroad corporation abroad, has authority in good faith to make was charged by the corporation with the duty a transfer of lumber in trust to pay off the of engrossing a certain contract and pro