Statement of Facts. entry of the decree complained of, before any steps were We are clearly of the opinion that, in the absence of any It is the duty of attorneys to see that the journal entries are correctly made, in causes in which they are interested; and if, for any reason, they should fail to do so, the earliest practicable opportunity should be made available for the purpose of securing any desired correction. It would be an unwise practice to allow the final judgments and decrees of courts to be modified or amended in any material respect, except upon the prompt action of the parties interested, and for good and sufficient reasons. Motion denied. 5 301 6 131 6 162 A. A. FINK, RESPONDENT, v. CANYON ROAD COM PANY, APPELLANT. CORPORATIONS-TENDENCY OF DECISIONS CONCERNING.-The tendency of mod- PRESUMPTIONS IN FAVOR OF CORPORATIONS.-In the absence of proof, courts IDEM.-Artificial bodies, like natural persons, are entitled to the benefit of men. ACTS OF AGENTS.-Corporations are bound by their simple contracts and by FINDINGS BY THE COURT.-Where the cause is tried by the court without the APPEAL from Douglas County. The complaint alleges that the Canyon Road Company is a private corporation; that on November 9, 1868, it was indebted to one Rose in the sum of fifty dollars coin, and by 20 537 26* 846 5 301 129 285 5 301 34 508 5 301 40 65 5 301 45 195 Statement of Facts. its secretary, duly authorized thereto, drew its draft or order in writing, directed to its treasurer, in favor of said Rose, or bearer, for fifty dollars; that said draft or order was duly delivered to Rose, who, for a value, afterwards transferred and delivered it to Fink, who is now the owner and holder thereof; that said draft was duly presented to said treasurer and by him indorsed, "Not paid for want of funds," and that there is now due and payable from said company to said Fink the sum of fifty dollars and interest. from the date of presentment. A second cause of action upon another draft of the same character and amount is similarly stated. The defendant denied the indebtedness, the authority of its secretary to draw the draft; denied that it was transferred for value, or that Fink was owner and holder, or that any sum was due or payable thereon. The answer also alleges that the order was issued without authority or consent of the company, out of its regular course of business, "and without consideration to it;" that it was received by Fink after its maturity and with notice and knowledge of the facts pleaded. Similar answer is made to the second cause of action. The reply denies all the new matter set up in the answer. By consent of the parties in open court a jury was waived, and the cause was tried by the court. After hearing proofs and argument, the court below found as follows: 1. That the defendant was and is a private corporation, duly incorporated under the laws of the State of Oregon. 2. That they incorporated for the purpose of constructing and maintaining a toll-road through the canyon in Douglas County, Oregon. 3. That on the 9th day of November, 1868, said corporation issued and delivered to one Aaron Rose a warrant or order, of which the following is a copy: No. 581.] Argument for Appellant. 66 ROSEBURG, OREGON, Nov. 9, 1868. [$50. To the Treasurer of the Canyon Road Company: Pay to Aaron Rose, or bearer, fifty (coin) dollars, for expenses attending meeting. By order of Board of Directors. 4. That on the 21st day of May, 1869, defendant issued another order, copy of the above, except dates. 5. That on the back of each of said orders is the following indorsement: "Presented and not paid for want of funds. "SOL. ABRAHAM, 6. That the plaintiff herein became the owner and holder of said warrants or orders, for value, prior to the commencement of this action. Upon these findings of fact the court below entered judgment in favor of Fink and against said company for one hundred and fourteen dollars and fifty cents in coin. From this judgment an appeal was taken and numerous errors are alleged. Watson & Lane and William R. Willis, for Appellant, claim: 1. That the facts found by the court are not sufficient to entitle the plaintiff to a judgment. (Clark v. Des Moines, 6 Am. L. R. 146 and note; Abb. Dig. Law of Cor., pp. 283, 288, 22, 60, 101.) 2. That the court should have passed upon all the issues, and not having done so the judgment should be reversed. (5 Bos. 658, 663; 6 Id. 668; 61 Pa. 352; 10 Wis. 418; Code, ?? 216, 217.) 3. A party dealing with the officers of a corporation is bound to know what authority they have. (Adrian v. Roome, 52 Barb. 399, 410, 411; McCullough v. Moss, 5 Denio, 567.) Opinion of the Court-McArthur, J. J. F. Gazley and W. W. Thayer, for Respondent, claim: 1. That the answer tenders no issue except as to the negotiation of the drafts to respondent. 2. That the drafts were in legal effect the promissory notes of the company, and were obligatory upon it. (15 N. Y. 337; Ang. & Ames on Cor., p. 254, ? 268.) 3. That the court passed upon all the material issues. By the Court, MCARTHUR, J.: The instruments declared on are orders by the company on itself—mere directions to its treasurer to pay the amounts indicated to the bearer. In legal effect they are the prom- . issory notes of the company. (Fairchild v. O. C. & R. R. Co., 15 N. Y. 337.) We cannot adopt the views of appellant's counsel and decide the issuance of instruments of this character, by the company, ultra vires, because in issuing them the company exercised incidental powers which are within, or rather grow out of the general powers of corporations of this class. The doctrine of Clark v. Des Moines (6 Am. L. R.), which is, that in case of a municipal corporation a person taking its warrants is bound at his peril to ascertain the nature and extent of the power of the officers of the corporation, cannot apply herein to the extent claimed by appellant's counsel, for the reason that this is not a municipal corporation. The law applicable to municipal corporations is, in many respects, different from that governing private corporations. Private corporations act through their agents, as do municipal corporations, but the tendency of modern decisions is to assimilate the actions, rights, duties and liabilities of private corporations to those of individuals and of commercial partnership. (Conro v. Port Henry Iron Co., 12 Barb. 64.) Courts cannot disregard as illegal or unauthorized the dealings and the acts of private corporations which, on their face, or according to their apparent import, are within their charter or articles. In the absence of proof there is no legal presumption that the law has been violated. On Opinion of the Court-McArthur, J. the contrary, artificial bodies, like natural persons, are entitled to the benefit of the rule which imports honesty rather than wrong to the conduct of men. (Chautauqua Co. Bank v. Risley, 19 N. Y. 381.) In Safford v. Wyckoff (4 Hill, 442), the action was against a banking association upon a draft or bill of exchange. Chancellor Walworth, while dissenting upon another ground, said: "Where a corporation is authorized to give a negotiable security for any purpose, and there is nothing to show for what the particular security was given, if there is nothing on the face of the instrument itself to create a suspicion that it was issued for an illegal object, the court will presume that it was given for a legitimate purpose rather than for one which was unauthorized and illegal." Corporations are certainly bound by their simple contracts, and by other acts of their officers and agents made and performed in the discharge of their ordinary duties; and the courts have carried this doctrine so far as to hold that they may take notice of the general nature of the duties of a cashier in and about a banking office, and, without evidence of usage or express authority, hold him authorized to do all incidental acts necessary to the performance of those general duties. (Watson v. Bennett et al., 12 Barb. 196.) This case is cited more to show the tendency of modern decisions than from any present applicability. It presses close upon the very verge of the law, and further we think the courts ought not to go. In Angell & Ames on Corporations (p. 292), the law is well stated to be, that unless the act of incorporation expressly prescribe the contrary, the duly authorized agents of corporations, as of natural persons, may, within the scope of their authority, bind them by simple as well as by sealed contracts; and that, too, in both cases, whether authorized by deed or vote; and from their acts or conduct, as well as from the acts or conduct of the agents of natural persons, implications may be made, either for or against their constituents. These general rules are applicable alike to those corporations formed under general incorporation laws and those created by legislative charter. VOL. V.-20 |