of the directors. () If the manager of the bank is intrusted with a general power of accepting, making. and indorsing bills and notes, an innocent indorsee will not be prejudiced by any irregularity in his mode of exercising it; but, if he has only a special and limited authority, and the indorsement conveys an express intimation to that effect, the indorsee must, at his peril, make inquiry as to whether or not the authority has been properly exercised, before he advances his money upon, or gives credit to, the indorsement. (q)

138. Banking copartnerships established under the 7 Geo. 4, c. 46, are authorized (s. 9) to sue and be sued in the name of one of the public officers as the nominal plaintiff or defendant; and every judgment and decree obtained against the public officer is to operate (s. 12) as a judgment against the copartnership, and execution may be issued thereon (s. 13) against any copartner for the time being; and, if the judgment is not satisfied, it may then be issued against any person who was a member of the copartnership at the time when the contract on which such judgment was obtained was entered into, or became a member at any time before such contract was executed, or was a member at the time such judgment was obtained provided leave is granted by the court in which the judgment was obtained, after notice to the person sought to be charged, and before the expiration of three years from the time such peron shall have ceased to be a member of the copartnership. (r)

() Maclae v. Suthertand, 3 Ell. & Bl. 1; 23 L. J.. Q. B. 229. Bank of Australasia v. Bank of Australia, 12 Jur. 195.

(9) Alexander v. Mackenzie, 6 C. B. 766. Eyre v. McDowell, 14 Ir. C. L. R. 332. Stagg 7. Elliott, 12 C. B. N. S. 375; 31 L. J., C. P. 260.

() Parke, B., Dodgson v. Scott, 17 L. J., Ex. 326. See the 7 & 8 Vict. c. 113, s 47, as to banking co-partnerships carrying on business within sixty-five miles of London. See also the 27 & 28 Vict. c. 32, as to banks which have discontinued the issue of their own bank-notes.

139. Liabilities of banking copartnerships for frauds by their agents.-Where a banking copartnership, under the 7 Geo. 4, c. 46, was in the habit of receiving deposits of money from their customers, and allowing interest on the deposit, and the manager of the bank received a deposit of money from a lady, and gave her a deposit receipt, and at a subsequent period represented to her that a higher rate of interest might be obtained for her money if she purchased some houses on which the bank had a mortgage, and paid off the mortgage, and the lady accordingly brought her deposit receipts to the bank, and drew out her money, and handed it over to the manager to be applied in the way indicated by him, but the latter absconded with the money, it was held that the bank was responsible for the loss, as the manager had all along been intrusted with the money as their agent. (s) But, where one of several partners in a bank induced a customer to draw her money out of the bank and lent it to his own son, on the security of the son's note of hand and his (the partner's) own guarantee, and the partner and his son both became insolvent, and the securities were worthless, it was held that the banking firm was not responsible for the money, as the investment was a private transaction between the customer and the individual partner who was avowedly acting in the matter on his own private account, and not on behalf of the bank. (†)

140. Liabilities of provisional directors and committeemen.-All persons who take an active part in working out a project, who attend meetings at which resolutions are made, or orders given, for the employ. ment of agents or servants, or the supply of goods in

(s) Thompson v. Bell, 10 Exch. 10; 23 L. J., Ex. 321.

(1) Bishop v. Countess of Jersey, 23 L. J., Ch. 483.

furtherance of a joint undertaking, render themselves in general jointly responsible for the remuneration and payment of the services rendered, or goods supplied, in obedience to the orders so given. (u) Every person, also, who holds himself out, or permits himself to be published to the world, as one of the acting committeemen or managers of a projected company, may become chargeable to parties who, subsequently to such announcement, have dealt with the managing committee; and all the actual and publicly reputed managers may become responsible upon orders given, or contracts entered into, by the managing committee, at meetings at which they have not been present, but not for things done pursuant to orders given before they became acting members or managers. (x) Where the plaintiff and the defendants were desirous of starting a company to take the plaintiff's premises and stock-in-trade, and the plaintiff sent a written proposal to the defendants for the sale of his extra stock, and they sent the plaintiff a written acceptance thereof, and the proposal was directed to and accepted by the defendants "on behalf of the proposed G. R. A. H. Co. (Limited)," it was held that, as the company was non-existent at the time of the agreement, the defendants were personally liable, and that parol evidence was inadmissible to show a contrary intention. (y)

One member of a managing committee has, in general, no authority to bind another member. If the business of the company has always been trans

(u) Braithwaite. Skofield, 9 B. & C. 492. Lake v. Duke of Argyll, 6 Q. B. 477Glenester v. Hunter, 5 C. & P. 65. Kerridge v. Hesse, 9 C. & P. 200. Burls v. Smith, 5 M. & P. 735.

(x) Bailey v. Macauley, 13 Q. B. 827.

Horsley v. Bell, Amb. 770; 1 Br. C. C.
IOI n. Maudslay v. Le Blanc, 2 C. &
P. 409, n. Doubleday v. Muskett, 4
M. & P. 760.

(y) Kelner v. Baxter, L. R., 2 C. P. 174; 36 L. J., C. P. 94.

acted through the medium of resolutions passed by a managing committee, and through orders given by the secretary, or some accredited officer of the committee, one committeeman would not be responsible for the private and individual orders and contracts of a co-committeeman, or of any of the projectors, or of the secretary, made without the knowledge and sanction of the board, and of which he has known nothing until a claim is made upon him in respect thereof. The act of a secretary not authorized by the board does not bind the board; and, if authorized by it, it binds only those members who where present and concurred in giving authority to the secretary. (z) Where a railway company was projected, and a committee of management formed, and the defendant consented to become a member of such committee, and afterwards took the chair at one of its meetings, it was held that he was responsible for the payment of a stationer's bill, for pens, ink, and paper, supplied by the order of the secretary, for the use of the committee, after the defendant had become a member of it. (a) A committeeman is not responsible for things ordered by the solicitor of the company, unless it be proved that the solicitor acted under an express authority from the committee. (b) If an authority to contract on behalf of the company or a committee is vested in eight persons, those who delegated to them the particular authority are not bound by the acts and contracts of six out of the eight. (c) The mere attendance of a party at a meeting called to consider the advisability of a scheme, and not to carry it into effect, and

(z) Burnside v. Dayrell, 3 Exch. 231. Rennie v. Wynn, 4 Id. 697.

(a) Barnett Lambert, 15 M. & W.

489.

(b) Cooke v. Tonkin, 16 L. J., Q. B 153.

(c) Brown v. Andrew, 18 L. J., Q B. 153.

at which meeting no orders are given for expenses to be incurred, or for anything to be done for the purpose of working out the project, will not render the party responsible upon orders given at subsequent meetings which he has not attended. And, if parties employed by the managing committee or directors are expressly told that they must look to the deposits for remuneration for their services, and that the members of the committee will not hold themselves personally responsible for payment, these last will then be protected from personal liability. (d) But, if an advance is made on the personal responsibility of the promoters, the subsequent adoption of their acts by the directors after the company has been formed will not relieve them from liability. (e) A member of a managing committee cannot, of course, be made responsible for the price of goods ordered, or work done, or upon contracts entered into, by the committee before he became a member, or held himself out to the world as a member of it, (f) nor after he has retired from the management. (g) Where the defendant and others, as provisional directors of a projected company, resolved at a meeting that the company should be advertised in several newspapers, and directed their secretary to take the necessary steps for that purpose, and the secretary accordingly applied to an advertising agent, to whom (on his calling at the company's offices to inquire under what authority the secretary was acting), he showed the prospectus and the above resolutions, it was held that there was evidence, that the directors who were parties to the resolutions

(d) Giles v. Smith, 11 Jur. C. P. 334. Rennie z. Clark, 5 Exch. 293. Landman v. Entwistle, 7 Id. 632.

(e) Scott v. Lord Ebury, L. R., 2 C. P. 255; 36 L. J., C. P. 161.

(f) Beale v. Mouls, 16 L. J., Q. B Newton v. Belche: 12 Q. B.

410.

921.

(g) Maitland, ex parte, 23 L. J., Ch 148.