Nashville union and dispatch. [volume] (Nashville, Tenn.) 1866-1868, 1868-01-12
To Park Bank New York.

|
dred dollars. -.s....
To Park Bank New York.
e. Y. JOHNSON, Cashier.
These drafts by indorsemeut were regu~
larly passed to the Northern Bank of Ken
tueky, and on the 22d of November, 1860,
duly presented for payment, demand made
and payment refused, and both protested
for non-payment. -.I
On the 18th of February, 1861, suit was
brought on them in the Circuit Court of
Montgomery county, against "the Bank of
America of Tennessee" the defendant r.
indorser. The declaration following the
writ was against all the defendants, who, as
the record shows on the trial, withdrew their
plea, and judgment on the 26thof Septem-
1865, as by confession, was jointly rendered
against them.
On the lst of January, 1866, the defend
ant in error, r. 7. johnson, filed his pc
tition in the Circuit Court for a writ of
error cOram a0bis, alleging, among other
things, that he was in no way personally
liable on the drafts and although he had
been served with process, he was under the
belief until after judgment was taken
against him, that he was merely summoned
as an officer of the bank in order to bring
the corporation into court, and that the
plea as to him was Withdrawn without
authority and through mistake of the at
torney of the bank, etc
The writ of error cOrdn nobis was granted
and error assigned of record to which6k
| plea was fled, traversing the errors as
| signed and issue Joined thereon, which was
| tried by Jury of the county and found in
favor of johnson. Judgment was pros
nounced on the verdict of the Judge, re-
calling and revoking the original judgment
as to johnson.
To reverse this judgment the record has
been filed for error.
All questions which might, perhaps,
very properly arise on the proceedings for
the writ of error cordm nObis, are by agree
ment of counsel waived, and the single
| question submitted for our determination
is whether or not the defendant johnson is
individually liable on the drafts to the
| plaintiffs as holden?
1t is insisted that the defendant johnson,
not only did not use the corporation name
| of the bank for which he assumed to act
as Cashier; but that he transcribed the
scope of his authority as such in drawing
the drafts, which constitute the foundation
cf this action, and thereby rendered him1
self personally liable to the holders. 3
The drafts appear TO have been drawn at
the "Bank of America" when the techni-
cal name Of the corporation is the "Bank
| of America of Tennessee" Suit was brought
/ against the bank in its charter name, to-wit:
the "Bank of America of Tennessee" to
| which the corporation took no exceptions,
and in thst name suffered Judgment to go
| against it; and it is too late now for either
| party to take advantage of any exceptions
on that ground.
But the second error assigned presents a
more difficult and perple1ing question.
The charter provides that "all bills, bonds,
notes, and every contract on behalf of the
company, shall be signed by the President
and countersigned and attested by the
Cashier Of the company and the funds OF
the company shall in no wise be held res
sponsible for any contract or engagement
whatever, unless the same shall be exe-
cuted as aforesaid" Acts Of 1856; ch. 21O.
sec. II, art. s.
at is admitted to betrue," SAYS the court
in the case of Neifler as. the Bank of Knox
vile, "as general proposition, that when
the charter of an incorporation prescribes
the particular mode in which its contracts
shall he made or authenticated, that mode
must be pursued, for corporations like nat
lral persons, are in general bound only by
the acts and contracts of their agents within
the scope of their authority; and all re.
strictions upon the power OF the agents, or
officers, contained in the charter, every
one dealing with the corporation is bound
to notice. But If no definite rule is TO be
found either in the charter or bylaws oi
the institntiou in regard TO the manner and
form In which its acts and contracts shall
be evidenced, then it seems general usage
and the course Of business of similar insti-
tutions, is to govern the officers, will be pre-
sumed to have been invested with the
customary authority, and their acts withia
the scope Of such usage, practice and course
ofbusiness, will be bebinding on the institution
in favor of third persons having no knowl-
edge to the contrary"
| Admitting this to be the general rule Of
law, alike applicable 10 individuals and
corporations, how are the provisions oi
this charter TO be understood? IL assumes
TO prescribe the particular mode in which
its contracts are 20 be made, and undoubt-
| edly all contracts intended 10 be compre-
hended within the provisions Of the char
ter, before quoted, must, in order to bind
the corporation, be made in reasonable
conformity thereto. But was it intended
to comprehend the drawing and indorsine
of bills of exhange, drafts and checks, in
the ordinary discharge of the duty Of the
Cashier lis said that the Cashier of 3
bank, rsrfUts otscie, In generally intrusted
with the notes. securities, and other funds
Of the Bank, and is held out to the world