See Patterson v. Ackerson, 2 Edw. Ch. 427.* 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 giving his consent to a delay of a month in executing the contract was within the scope of his authority, and that the corporation could not repudiate the contract on account of such delay. N. Y. Ct. of Appeals, 1860, Pratt v. Hudson River R. R. Co. 21 N. Y. 305. 72. Agent to purchase may bind company by his representations as to the solvency of his principal. See Hunter v. Hudson River Iron Machine Co. 20 Barb. 493. 73. Agent authorized to buy on credit not necessarily empowered to give the note of the corporation for the price. See Emerson v. Providence Manuf. Co. 12 Mass. 237. 74. Agent to sell not, necessarily, an agent to purchase goods for the purpose of sale. See Kidder v. Knox, 48 Me. 551. 75. Contractor. For the purpose of exercising the rights conferred by the charter upon the company, the contractor for the execution of public works must be deemed an agent of the company. Ill. Supreme Ct. 1852, Lesher v. Wabash Nav. Co. 14 Ill 85. 76. Power to bind the corporation by declarations. That the declarations of agents of a corporation, made within the scope of their authority, may bind the corporation, on the same general principles and to similar extent, as the declarations of an agent for an individual bind him-see Magill v. Kauffman, 4 Serg. & R. 317; Covington & Lexington R. R. Co. v. Ingles, 15 B. Monr. 637; Franklin Bank v. Steward, 37 Me. 519; Burnham v. Ellis, 39 Id. 319; Franklin Bank v. Cooper, Id. 543; Glidden v. Unity, 33 N. H. 577; Henderson v. Railroad Co. 17 Tex. 560. may 77. The plaintiffs were a corporation owning a toll-bridge, through which was a draw for the passage of vessels, the charter requiring them to keep a draw-tender and to open the draw for vessels desiring to pass through. A general statute required vessels passing through any such draw to warp through and not to sail through, and imposed a penalty for the violation of the act. The defendant, in passing with his vessel through the draw, which had been opened by the draw-tender for him to pass, sailed through instead of warping through, and in so doing was driven against the side of the draw and injured it. In an action brought by the company for the damage, the defendant claimed that the plaintiffs had by long use licensed vessels to sail through, and offered evidence of declara * Master of English college giving an acquittance (without the college seal) for rent due to the college, does not bind the corporation. See Magdalen College case, 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 v. American Hard Rubber Co. 33 Barb. der sail, that they preferred to have them go 578; 21 How. Pr. 193. through in that manner. Held, that evidence of these declarations was admissible, as the declarations of the agents of the company while in the discharge of their duties as such agents. Such declarations of an agent of a corporation as to the matter in his charge, accompanying his acts as agent, stand on the same ground with the acts themselves, and both go to show what has been the conduct of the corporation in the matter to which they relate. Conn. Supreme Ct. 1862, Toll Bridge Co. v. Betsworth, 30 Conn. 380. 78. That such declarations do not bind the corporation when not made within the scope of the agent's duty,- --see Barnes v Pennell, 2 H. of L. Cas. (Clark & F. N. S.) 497; Stiles v. Western Railway, 8 Metc. 44; 1 Am. Railw. Cas. 397. 85. Instances. Where a bank has become bound to pay off and discharge a mortgage, so as to relieve the property of a third person from a sale under foreclosure, and such a sale is had, one who is cashier and agent of such bank cannot bid off the property on his own account, thereby rendering the bank liable to indemnify the owner for the loss of it. N. Y. Chancery, 1842, Torrey v. Bank of Orleans, 9 Paige, 649. 86. A sale by trustees of the property of the beneficiary of the trust to a third person, who within a short period-e. g. three days, exclusive of a Sunday-reconveys a portion of the property to such trustees for their own benefit, is deemed conclusively fraudulent. No evidence that the latter conveyance was not meditated at the time of the sale to such 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 v. American Hard ness. N. Y. Supreme Ct. 1861, Strong v. Rubber Co. 33 Barb. 578; 21 How. 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 alleged to have been occasioned by the bad condition of their road, the declarations of the engineer of the company, made while actually engaged upon the work, and in re spect to its proper construction, are a part of the res gestæ, and therefore admissible in evidence. N. Y. Supreme Ct. 1861, Brehm v. Great Western Railway Co. 34 Barb. 256. 81. Statements of engineer relative to accident which happened through his careless ness. Held not admissible against railroad company. See Robinson v. Fitchburg & Worcester R. R. Co. 7 Gray, 92. 82. Statements of baggage-master and conductor relative to loss of trunk. Held admissible against railroad company. See Morse v. Conn. River R. R. Co. 6 Gray, 450. 83. Declarations of clerk of manufacturing company evidence against the company, in favor of a firm in which the very clerk was a partner. See Shaw v. Stone, 1 Cush. 228. 84. Agent cannot deal for himself. The rule that an agent cannot deal for himself applied to agents of corporations. Conn. Supreme Ct. 1841, Church v. Sterling, 16 Conn 388; N. Y. Supreme Ct. 1851, Cumberland consisting of real estate and machinery. The property was purchased at the sale by A, not for himself, but for such members of the corporation as should, within a short time, pay their proportion of the debts of the corporation and the purchase money. A large majority of such members formed a new association, assumed the debts of the corporation, and paid the purchase money. Held, on a bill in chancery, that as a majority of the members of the corporation, acting as agents for all, were, in fact, both sellers and buyers, the sale was void. Conn. Supreme Ct. 1830, Banks v. Judah, 8 Conn. 145. 88. The fact that such a sale was made in such a manner that all members of the original corporation might come in, would be important upon an inquiry for actual fraud; but it cannot relieve the transaction from the objection that it is of a character that may be made use of for fraudulent purposes, and that it therefore cannot be tolerated, although there is no actual fraud. Ib. 89. The president and treasurer of a railroad corporation, as the agents of the corporation, purchased a piece of land with a 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 the proceeds as far as needed applied to the payment of the note. Held, that although these officers could not ex officio bind the corporation for the purchase of land, yet the facts amounted to a ratification of their act by the corporation, and that the agents must account in equity as trustees to the corporation for the balance of the purchase-money and land in their hands. Conn. Supreme Ct. 1841, Church Sterling, 16 Conn. 388. 90. Station agent of railroad company cannot discharge claim for freight by delivering goods without requiring payment, contrary to rules of company, and charging himself with the amount, in account with the company. See Judd v. Littlejohn, 11 Wis. 176. 91. Exceptions. The agent of a company being also a member of a firm, and the fact being known to the company without any objection on their part, is competent to bind the company in an agreement of novation of a debt due from them to the firm. U. S. Circuit Ct. 1851, Bradley v. Richardson, 23 Vt. (8 Washb.) 720. 94. Real estate was mortgaged to a bank, and was afterwards offered for sale under a prior mortgage. The general financial manager of the bank, in whom was vested under its organization the power ordinarily possessed by a board of directors, purchased the property in his own name, for the purpose of holding it to secure himself and others who were sureties for the bank for moneys depcsited. At the time of this purchase the bank was solvent, and was not contemplating insolvency; but it subsequently failed. Held, that its receiver could not compel a conveyance of the land purchased, without first indemnifying the sureties. The manager had power, while the bank was solvent, to use the funds of the bank to indemnify such sureties, and to purchase property which it held as security, in his own name, for that purpose. Ib. 95. Agent acting for both parties. No person can act as the agent of both parties to a contract, although he may himself have no interest on either side; nor can he act as agent in regard to a contract in which he has any interest, or to which he is a party, on the side opposite to his principal. It is not necessary for the principal in such cases to show that the agent has acted unfairly, or that he himself has sustained any injury. The act of the agent is deemed to be unauthorized, and the contract is void. N. Y. Ct. of Appeals, 1862, Claflin v. Farmers' & Citizens' Bank, 24 How. Pr. 1; 25 N. Y. 293. 92. Thus, the treasurer of a manufacturing company, if he is also its general fiscal agent, empowered to borrow money and to pay debts, has power to pay a debt of the company due to a dissolving firm, by obtaining a release from such firm and having the debt charged against the company on the books of a new firm succeeding the former. The fact that the treasurer was a member of both Applications of this rule to agents of Parfirms, if it was known to the company, does ticular classes of corporations will be found not 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 own 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 same person. It was not necessary he should have notice that the drawer had no funds. 1b. 97. A person may be the servant or agent of a corporation for one purpose and of other persons for another purpose, respecting the same property at the same time. Me. Supreme Ct. 1848, Bangor Boom Corp. v. Whitney, 29 Me. 564. 5. How agency is determined. it enables them to contract, and when it prescribes to them a mode of contracting, they must observe that mode, or the instrument no more creates a contract than if the body had never been incorporated. U. S Supreme Ct. 1804, Head v. Providence Ins. Co.* 2 Cranch, 127. Followed Conn. Supreme Ct. 1825, N. Y. Firemen Ins. Co. v. Ely, 5 Conn 560; Ill. Supreme Ct. 1831, Betts v. Menard, Breese, App. 10. 102. The place where an agent of a corporation enters into a contract is not material; a contract may be made out of the State where the corporation is situated. Ind. Supreme Ct. 1858, Wright v. Bundy, 11 Ind. 98. A power of attorney given by the directors of a bank, may be executed after the term for which the directors were appointed has expired, since the constituent, to wit, the 398. corporation, still continues in existence.* Mass Supreme Ct. 1814, Northampton Bank v. Pepoon, 11 Mass. 288, 294. 99. So held where the power was given by an unincorporated association. U. S. Supreme Ct. 1816, Anderson v. Longden, 1 Wheat. 85. 100. But the dissolution of the corporation, whether by limitation of time, or forfeiture of charter, terminates the authority of its agents. Md. Ct. of Appeals, 1827, Union Bank of Maryland v. Ridgeley, 1 Harr. & G. 324. Where a 103. Joint agents must all act. corporation gives an authority jointly to three or more persons, all the agents must act in order to bind the principals. N. H. Superior Ct. 1834, Jewett v. Alton, 7 N. H. 253. 104. Thus where the select men, three in number, of a town, were authorized to make a note in the name of the town, and a note was given signed by two of them only. Held, in an action upon the note, that the authority was not pursued, and the note was void. Ib. 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 101. The mode prescribed must be followed. It is a general rule that a corporation can only act in the manner prescribed by law. When its agents do not clothe their proceedings with those solemnities which are required by the incorporating act, to enable them to bind the company, the informality of the transaction is itself conducive to the opinion, that such act was rather considered as manifesting the terms on which they were willing to 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 individual has an original capacity to contract and bind himself in such manner as he pleases; but with these bodies which have only a legal existence, it is otherwise. The * See also, 2 Rolle Abr. 12; Bac. Abr. tit. Authority, E. *This case, if it be understood to hold that where the charter expressly enables the corporation to use a particular mode or instrumentality for manifesting its acts, it is pre cluded thereby from adopting or being bound by any other, is not sustained by the later authorities. The opinion was rendered by Ch. J. Marshall, and seems to be based in part upon the ancient doctrine to which he adhered after it was abandoned by the other members of the court [12 Wheat. 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 settlement. N. Y. Supreme Ct. 1856, Mayor &c. of Auburn v. Draper, 23 Barb. 425. 2. Sealed instruments. 112. Corporate seal requisite. It is well settled that an agent or attorney of a corporation, in executing a deed in its name, must, in order to make it the act and deed of the corporation, affix thereto the corporate seal. Conn. Supreme Ct. 1830, Savings Bank v. Davis, 8 Conn. 191. 113. A deed made by the committee men of a town and sealed with their individual seals, cannot be construed to be the deed of the inhabitants. Whether a town can contract by seal,-query? Mass. Supreme Ct. 107. A signature of the name of a corporation, made by their secretary, presumptively their act. See Frye v. Tucker, 24 Ill. 180. 108. Personal liability. The mere fact that an agent, after subscribing his name to a contract, adds the designation of an office or agency which he holds in or for a corporation, is not enough to render it the contract of the corporation and so relieve him from personal liability. Such an addition may be read 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 it is doubtful whether the agent individually or the corporation was intended to be bound, evidence of the circumstances attending the transaction is admissible, to resolve this ques-out the corporate seal,-is not, therefore, pertion. Ala. Supreme Ct. 1841, Lazarus v. Shearer, 2 Ala. N. S. 718; 1858, Drake v. Flewellen, 33 Ala N. S. 106. 109. In Alabama, one who defends an action upon a contract upon the ground that he entered into it on behalf of a corporation and did not personally contract, is bound to show that the corporation had authority to make such a contract. Ala. Supreme Ct. 1838, Gillaspie v. Wesson, 7 Port. 454; 1846, Harwood v. Humes, 9 Ala. N. S. 659; 1858, Drake v. Flewellen, 33 Ala. N. S. 106. 110. The defendant contracted as attorney of a railway company; and was sued personally upon the contract. There was no actual proof that any company existed, and if it did, all its concerns were managed by defendant. Held, however, that as the parties had acted throughout as if there were a company, the defendant could not be personally charged, in the absence of affirmative evidence that he was really a principal. Com. Pl. at N. 1847, Russel v. Reece, 2 Carr. & K. 669. P. 111. Treasurer of company who brought in its stock, Held not personally liable if he acted for the company, but liable if in fact he acted for himself, although he signed as treasurer. See Haynes v. Hunnewell, 42 Me. 276. For the rule that contracts made in behalf of a corporation, by one who assumes to be agent but who has not authority to charge 114. Personal liability. An officer of a corporation who, by its direction, executes an instrument not competent to bind the corporation,-e. g. a sealed instrument, but with sonally liable thereon. He is not an agent acting without authority, within the rule that enforces a contract so made against the agent personally. N. Y. Supreme Ct. 1858, Episc. Church of St. Peter v. Varian, 28 Barb. 644. 3. Negotiable instruments. 115. What execution will bind corporation. A note signed with the addition of agent of a designated corporation, though its terms be that of an individual promise, may be regarded as the note of the corporation if the agent had authority to execute it, or if its execution was ratified by the corporation. N. H Superior Ct. 1841, Dispatch Line of Packets v. Bellamy Manuf. Co. 12 N. H. 205; S. C. Ct. of Appeals, 1856, Planters' Bank v. Bivingsville Cotton Co. 10 Rich. Law, 95; N. Y. Com. Pl. 1856, Bruce v. Lord, 1 Hilt. 247. 116. Where an agent gave a promissory note, in the body of which were the words, "I promise to pay," the signature being “A., agent for the M. M. Company," and it appeared in evidence that A. was in the constant habit of signing notes in this manner, which the company regularly paid,-Held, that he was not personally liable. When an agent, duly authorized, subscribes an engagement, in such manner as to manifest an intent not to bind himself, but to bind the principal, and when, by his subscription, he has actually |