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curing the signatures of the contractors; but eral agent to receive money, may give a no particular time was prescribed within receipt in full, which will bind the company. which he should do this. Held, that his giv- See Patterson v. Ackerson, 2 Edw. Ch. 427.* ing his consent to a delay of a month in exe- 72. Agent to purchase may bind company cuting the contract was within the scope of by his representations as to the solvency of his authority, and that the corporation could his principal. See Hunter v. Hudson River not repudiate the contract on account of such Iron Machine Co. 20 Barb. 493. delay. N. Y. Ct. of Appeals, 1860, Pratt v. 73. Agent authorized to buy on credit not Hudson River R. R. Co, 21 N. Y. 305. necessarily empowered to give the note of the
66. An agent of an incorporated company corporation for the price. See Emerson o. cannot bind it for a debt contracted by the Providence Manuf. Co. 12 Mass. 237. company before it was incorporated, without 74. Agent to sell not, necessarily, an agent an express authority by a vote of the corpo- to purchase goods for the purpose of sale. See ration ; especially where the corporation in- Kidder v. Knox, 48 Me. 551. cludes some members who were not members 75. Contractor. For the purpose of exerof the original company. Mass Supreme Ct. cising the rights conferred by the charter 1822, White o. Westport Cotton Manufac- upon the company, the contractor for the turing Co. 1 Pick. 215.
execution of public works must be deemed 67. to make notes. One who is an agent of the company. Ill. Supreme Ct. proven to have been “the agent” of a man- 1852, Lesher o. Wabash Nav. Co. 14 III 85. ufacturing corporation is not presumed to
76. Power to bind the corporation by have been authorized to make a note on be- declarations. That the declarations of agents half of the corporation. To render such a of a corporation, made within the scope of note valid as against the company, the powers their authority, may bind the corporation, on of the agent must be shown. N. Y. Supreme the same general principles and to similar Ct. 1818, Benedict o. Lanting, 5 Den. 283. extent, as the declarations of an agent for an 68. Proof that a person was agent of a
bind him—see Magill o. Kauffcompany,
" and had charge of the business man, 4 Serg. & R.317; Covington & Lexington and property of said company," at a certain R. R. Co. v. Ingles, 15 B. Monr. 637; Frankplace, not sufficient to show him authorized lin Bark 0. Steward, 37 Me. 519; Burnham to draw a bill or note in behalf of the com- v. Ellis, 39 Id. 319; Franklin Bank v. Cooper, pany. See Atkinson v. St. Croix Man. Co. 11 Id. 543; Glidden v. Unity, 38 N. H. 577; Shep. 171.
Henderson v. Railroad Co. 17 Tex. 560. 69. to negotiate notes.
77. The plaintiffs were a corporation ownagent or treasurer may negotiate notes or bills ing a toll-bridge, through which was a draw taken in the name of his office. See Perkins for the passage of vessels, the charter requir8. Bradley, 24 Vt. 66.
ing them to keep a draw-tender and to open 70. — to waive notice. The general agent the draw for vessels desiring to pass through. of a manufacturing company, having charge A general statute required vessels passing of its financial affairs, and, in the usual course through any such draw to warp through and of its business, procuring loans and giving not to sail through, and imposed a penalty and indorsing negotiable paper, has
for the violation of the act. The defendant,
power to waive notice to it of non-payment, and to in passing with his vessel through the draw, make agreements to procure delay of pay
which had been opened by the draw-tender ment in cases of necessity, of which necessity for him to pass, sailed through instead of he is the judge. Me. Supreme Ct. 1855, warping through, and in so doing was driven Whitney o. South Paris Manuf. Co. 39 Me. (4 against the side of the draw and injured it. Heath), 316.
In an action brought by the company for the For many cases upon the powers of Gen. damage, the defendant claimed that the eral agents of INSURANCE COMPANIES; MAN- plaintiffs had by long use licensed vessels to UFACTURING COMPANIES ; and other classes of sail through, and offered evidence of declaracorporations, see the titles of the various companies.
* Master of English college giving an acquittance (without 71. – to give receipt “in full.” Gen-I corporation. See Magdalen College case,
the college seal) for rent due to the college, does not bind the
11 Coke, 78.
tions made by the draw-tenders at various, Coal Co. v. Sherman, 30 Barb. 553; 1861, Abtimes, when vessels were passing through un-bot o. American Hard Rubber Co. 33 Barb. der sail, that they preferred to have them go 578; 21 Horo. Pr. 193. through in that manner. Held, that evidence 85. Instances. Where a bank has become of these declarations was admissible, as the bound to pay off and discharge à mortgage, declarations of the agents of the company so as to relieve the property of a third person while in the discharge of their duties as such from a sale under foreclosure, and such a sale is agents. Such declarations of an agent of a had, one who is cashierand agentof such bank corporation as to the matter in his charge, ac- cannot bid off the property on his own account, companying his acts as agent, stand on the thereby rendering the bank liable to indemnisame ground with the acts themselves, and fy the owner for the loss of it. N. Y. Chancery, both go to show what has been the conduct 1842, Torrey v. Bank of Orleans, 9 Paige, 649. of the corporation in the matter to which 86. A sale by trustees of the property of they relate. Conn. Supreme Ct. 1862, Toll the beneficiary of the trust to a third person, Bridge Co. o. Betsworth, 30 Conn. 380. who within a short period—e. g. three days,
78. That such declarations do not bind exclusive of a Sunday—reconveys a portion the corporation when not made within the of the property to such trustees for their own scope of the agent's duty,--see Barnes v Pen-benefit, is deemed conclusively fraudulent. nell, 2 H. of L. Cas. (Clark & F. N. S.) 497; No evidence that the latter conveyance was Stiles o. Western Railway, 8 Metc. 44; 1 Am. not meditated at the time of the sale to such Railw, Cas. 397.
third person, is of any avail to rebut this 79. The stockholders of a corporation can- inference. It is not a presumption of evinot be bound by the declarations of a fore-dence, but a necessary rule of law. N. Y. Suman of the company, after it has ceased busi- preme Ct. 1861, Abbott o. American Hard
N. Y. Supreme Ct. 1861, Strong o. Rubber Co. 33 Barb. 578; 21 Hor. Pr. 193. Wheaton, 38 Barb. 616.
87. A manufacturing corporation of which 80. Instances. In an action against a rail- A was a member, voted to sell its property, road company for damages for an injury al- consisting of real estate and machinery. The leged to have been occasioned by the bad property was purchased at the sale by A, not condition of their road, the declarations of for himself, but for such members of the corthe engineer of the company, made while poration as should, within a short time, pay actually engaged upon the work, and in re their proportion of the debts of the corpospect to its proper construction, are a part of ration and the purchase money. A large mathe res gestæ, and therefore admissible in evi- jority of such members formed a new associadence. N. Y. Supreme Ct. 1861, Brehm v. tion, assumed the debts of the corporation, Great Western Railway Co. 34 Barb. 256. and paid the purchase money. Held, on a
81. Statements of engineer relative to acci- bill in chancery, that as a majority of the dent which happened through his careless- members of the corporation, acting as agents ness. Held not admissible against railroad for all, were, in fact, both sellers and buyers, company. See Robinson v. Fitchburg & Wor- the sale was void. Conn. Supreme Ct. 1830, cester R. R. Co. 7 Gray, 92.
Banks v. Judah, 8 Conn. 145. 82. Statements of baggage-master and con
88. The fact that such a sale was made in ductor relative to loss of trunk. Held admis- such a manner that all members of the origsible against railroad company. See Morse c. inal corporation might come in, would be Conn. River R. R. Co. 6 Gray, 450.
important upon an inquiry for actual fraud; 83. Declarations of clerk of manufacturing but it cannot relieve the transaction from the company evidence against the company, in objection that it is of a character that may be favor of a firm in which the very clerk was a made use of for fraudulent purposes, and partner. See Shaw v. Stone, 1 Cush. 228. that it therefore cannot be tolerated, although
84. Agent cannot deal for himself. The there is no actual fraud. Ib. rule that an agent cannot deal for himself ap- 89. The president and treasurer of a railplied to agents of corporations. Conn. Su- road corporation, as the agents of the corpreme Ct. 1841, Church v. Sterling, 16 Conn poration, purchased a piece of land with a 388; N. Y. Supreme Ct. 1851, Cumberland | view to obtain a supply of gravel for the
road, and took a deed of it to themselves, benefit property that was pledged to the but paid a small portion of the purchase- bank to secure payment of a debt. He dismoney out of the funds of the corporation, charges his duty when he secures the sale for and gave their own note for the balance, a price sufficient to discharge the lien. He secured by a mortgage on the 'land. It ap- does not stand as trustee for the bank for any peared that the company had taken gravel profit he may realize by buying at such price; from the land, and had paid the interest on provided he acts in good faith. N. Y. Ct. of the note up to a certain time, when, by direc- Appeals, 1860, Smith v. Lansing, 22 N. Y. 520. tion of the company the land was sold, and 94. Real estate was mortgaged to a bank, the proceeds as far as needed applied to the and was afterwards offered for sale under a payment of the note. Held, that although prior mortgage. The general financial manthese officers could not ex officio bind the cor- ager of the bank, in whom was vested under poration for the purchase of land, yet the its organization the power ordinarily posfacts amounted to a ratification of their act sessed by a board of directors, purchased the by the corporation, and that the agents must property in his own name, for the purpose of account in equity as trustees to the corpora- holding it to secure himself and others who tion for the balance of the purchase-money were sureties for the bank for moneys deposand land in their hands. Conn. Supreme Ct. ited. At the time of this purchase the bank 1841, Church o Sterling, 16 Conn. 388. was solvent, and was not contemplating insol
90. Station agent of railroad company vency; but it subsequently failed. Held, that cannot discharge claim for freight by deliver its receiver could not compel a conveyance ing goods without requiring payment, con- of the land purchased, without first indemtrary to rules of company, and charging him- nifying the sureties. The
had self with the amount, in account with the power, while the bank was solvent, to use company. See Judd v. Littlejohn, 11 Wis. the funds of the bank to indemnify such 176.
sureties, and to purchase property which it 91. Exceptions. The agent of a company held as security, in his own name, for that being also a member of a firm, and the fact purpose. Ib. being known to the company without any 95. Agent acting for both parties. No objection on their part, is competent to bind person can act as the agent of both parties to the company in an agreement of novation of a a contract, although he may himself have no debt due from them to the firm. U.S. Circuit interest on either side; nor can he act as Ct. 1851, Bradley o. Richardson, 23 Vt. (8 agent in regard to a contract in which he has Washb.) 720.
any interest, or to which he is a party, on the 92. Thus, the treasurer of a manufacturing side opposite to his principal. It is not necescompany, if he is also its general fiscal agent, sary for the principal in such cases to show empowered to borrow money and to pay that the agent has acted unfairly, or that he debts, has power to pay a debt of the com- himself has sustained any injury. The act of pany due to a dissolving firm, by obtaining the agent is deemed to be unauthorized, and a release from such firm and having the debt the contract is void. N. Y. Ct. of Appeals, charged against the company on the books 1862, Claflin o. Farmers' & Citizens' Bank, 24 of a new firm succeeding the former. The Horo. Pr. 1; 25 N. Y. 293. fact that the treasurer was a member of both Applications of this rule to agents of Par. firms, if it was known to the company, does ticular classes of corporations will be found pot affect his power to act for them in trans- under the titles of the various kinds of corferring the indebtedness. Ib.
porations. 93. The rule that where one acts in the 96. The president of a bank having a genpurchase or sale of property in a fiduciary eral authority to certify checks, certified his relation the law will not permit him at the oven check when he had no funds in bank; same time to act in such transaction for his and it was transferred to a purchaser for individual benefit, does not prevent the gen- value and without notice of the want of eral financial manager of a bank, in whom is funds. Held, that the bank was not liable vested all the ordinary authority of a board to the purchaser. The certificate was beyond of directors, from purchasing for his own the president's authority. And the purchaser could not claim the right of a bona-fide hold- act of incorporation is to them an enabling er, because the face of the check gave him act; it gives them all the power they possess; notice that it was drawn and certified by the it enables them to contract, and when it presame person. It was not necessary he should scribes to them a mode of contracting, they have notice that the drawer had no funds. must observe that mode, or the instrument no 16.
more creates a contract than if the body had 97. A person may be the servant or agent never been incorporated. U. S Supreme Ct. of a corporation for one purpose and of other 1804, Head o. Providence Ing. Co.* 2 Cranch, persons for another purpose, respecting the 127. Followed Conn. Supreme Ct. 1825, same property at the same time. Me. Supreme N. Y. Firemen Ins. Co. o. Ely, 5 Conn 560; Ct. 1848, Bangor Boom Corp. o. Whitney, 29 IU. Supreme Ct. 1831, Betts v. Menard, Breese, Me. 564.
102. The place where an agent of a corpo5. How agency is determined.
ration enters into a contract is not material; 98. A power of attorney given by the di- a contract may be made out of the State rectors of a bank, may be executed after the where the corporation is situated. Ind. Su term for which the directors were appointed preme Ct. 1858, Wright v. Bundy, 11 Ind. has expired, since the constituent, to wit, the 398. corporation, still continues in existence.*
103. Joint agents must all act. Where a Mass. Supreme Ct. 1814, Northampton Bank corporation gives an authority jointly to three 0. Pepoon, 11 Mass. 288, 294.
or more persons, all the agents must act in 99. So held where the power was given by order to bind the principals. N. H. Superior an unincorporated association. U. S. Su-Ct. 1834, Jewett v, Alton, 7 N. H. 253. preme Ct. 1816, Anderson v. Longden, 1 104. Thus where the select men, three in Wheat. 85.
number, of a town, were authorized to make 100. But the dissolution of the corpora- a note in the name of the town, and a note tion, whether by limitation of time, or forfeit- was given signed by two of them only. Held, ure of charter, terminates the authority of its in an action upon the note, that the authoragents. Md. Ct. of Appeals, 1827, Union ity was not pursued, and the note was void. Bank of Maryland o. Ridgeley, 1 Harr. & G. 16. 324.
105. A power conferred by statute upon
“the vestry men of, &c. or the major part of II. MODE OF EXECUTING THEIR POWERS. them,” can be exercised only by a majority of 1. In general.
all present. If thirty-five are present, it is
not sufficient that sixteen vote “aye,” and ele101. The mode prescribed must be fol- ven only vote“no," the remaining eight taklowed. It is a general rule that a corporation ing no part. Q. B. 1857, Regina v. Overseers can only act in the manner prescribed by law. of Christ Church, 40 Eng. L. & Eq. 145. When its agents do not clothe their proceed- 106. of municipal corporation. A muings with those solemnities which are required nicipal corporation, having a claim against by the incorporating act, to enable them to the defendant, appointed H. and R. its agents bind the company, the informality of the to settle it with the defendant. R. without transaction is itself conducive to the opinion, the concurrence of H. effected an arrangethat such act was rather considered as mani- ment with the defendant, by which the latter festing the terms on which they were willing turned out to R. certain real estate and secuto bind the company, as negotiations prepar- rities in satisfaction of the claim. The plainatory to a conclusive agreement, than as a contract obligatory on both parties. An in
* This case, if it be understood to hold that where the dividual has an original capacity to contract charter expressly enables the corporation to use a particular and bind himself in such manner as he mode or instrumentality for manifesting its acts, it is pre
cluded thereby from adopting or being bound by any other, pleases; but with these bodies which have is not sustained by the later authorities. The opinion was only a legal existence, it is otherwise. The rendered by Ch. J. Marshall, and seems to be based in part
upon the ancient doctrine to which be adhered after it was
abandoned by the other members of the court [12 Wheat. * See also, 2 Rolle Abr. 12; Bac. Abr. tit. Authority, E. 64], that a corporation cannot act by parol.
tiff, on being informed of the arrangement, , the corporation, may be enforced against the promptly repudiated it, and directed the secu- agent personally, see CONTRACTS. rities to be returned to the defendant. Held, that the plaintiff was not bound by this set
2. Sealed instruments. tlement. N. Y. Supreme Ct. 1856, Mayor 112. Corporate seal requisite. It is well &c. of Auburn o. Draper, 23 Barb. 425. settled that an agent or attorney of a corpo
107. A signature of the name of a corpo- ration, in executing a deed in its name, must, ration, made by their secretary, presumptively in order to make it the act and deed of the their act. See Frye o. Tucker, 24 Ill. 180. corporation, affix thereto the corporate seal.
108. Personal liability. The mero fact Conn. Supreme Ct. 1830, Savings Bank v. that an agent, after subscribing his name to a Davis, 8 Conn. 191. contract, adds the designation of an office or 113. A deed made by the committee men agency which he holds in or for a corpora- of a town and sealed with their individual tion, is not enough to render it the contract of seals, cannot be construed to be the deed of the corporation and so relieve him from per- the inhabitants. Whether a town can consonal liability. Such an addition may be read tract by seal, -query? Mass. Supreme Ct. as a mere description of the person. If, how- 1824, Damon v. Granby, 2 Pick. 345, 353. ever, upon the whole face of the instrument 114. Personal liability. An officer of a it is doubtful whether the agent individually corporation who, by its direction, executes an or the corporation was intended to be bound, instrument not competent to bind the corpoevidence of the circumstances attending the ration,—. g. a sealed instrument, but withtransaction is admissible, to resolve this ques- out the corporate seal,-is not, therefore, pertion, Ala. Supreme Ct. 1841, Lazarus r. sonally liable thereon. He is not an agent Shearer, 2 Ala. N. S. 718; 1858, Drake v. acting without authority, within the rule that Flewellen, 33 Ala N. S. 106.
enforces a contract so made against the agent 109. In Alabama, one who defends an ac- personally. N. Y. Supreme Ct. 1858, Episc. tion upon a contract upon the ground that Church of St. Peter v. Varian, 28 Barb. 644. he entered into it on behalf of a corporation and did not personally contract, is bound to
3. Negotiable instruments. show that the corporation had authority to 115. What execution will bind corporamake such a contract. Ala. Supreme Ct. tion. A note signed with the addition of 1838, Gillaspie o. Wesson, 7 Port. 454; 1846, agent of a designated corporation, though Harwood o. Humes, 9 Ala. N. S. 659; 1858, its terms be that of an individual promise, Drake o. Flewellen, 33 Ala. N. S. 106. may be regarded as the note of the corpora
110. The defendant contracted as attorney tion if the agent had authority to execute it, of a railway company; and was sued person- or if its execution was ratified by the corpoally upon the contract. There was no actual ration. N. I Superior (t. 1841, Dispatch proof that any company existed, and if it did, Line of Packets v. Bellamy Manuf. Co. 12 N. all its concerns were managed by defendant. H. 205; 8. C. Ct. of Appeals, 1856, Planters' Held, however, that as the parties had acted Bank v. Bivingsville Cotton Co. 10 Rich. Law, throughout as if there were a company, the 95; N. Y. Com. Pl. 1856, Bruce v. Lord, 1 defendant could not be personally charged, in Hilt. 247. the absence of affirmative evidence that he 116. Where an agent gave a promissory was really a principal. Com. Pl. at N. P. note, in the body of which were the words, 1847, Russel o. Reece, 2 Carr. & K. 669. “I promise to pay,” the signature being “A.,
111. Treasurer of company who brought agent for the M. M. Company,” and it apin its stock, Held not personally liable if he peared in evidence that A. was in the constant acted for the company, but liable if in fact habit of signing notes in this manner, which he acted for himself, although he signed as the company regularly paid, -Held, that he treasurer. See Haynes o. Hunnewell, 42 Me. was not personally liable. When an agent, 276.
duly authorized, subscribes an engagement, For the rule that contracts made in behalf in such manner as to manifest an intent not of a corporation, by one who assumes to be to bind himself, but to bind the principal, agent but who has not authority to charge and when, by his subscription, he has actually