The Pacific commercial advertiser. [volume] (Honolulu, Hawaiian Islands) 1885-1921, 1892-07-22

lCEADI-s ne tllIi LN-l ia llAA9 Nl7t
provided that the business of the
company should be managed by
fifteen directors.
In Leggett vs.. y. J. Manufacture
ing and banking Co, l \. J. Eq.,
5il, mortgage of real estate was
signed by the president and cashier
Of bank and the corporate seal af-
fixed; but the mortgage was not au-
thOriZed by the directors. The
court say, in reply TO the contention
| that the president and cashier be-
/ ing the recognized agents of the
/ corporation and having the custody
! of the seal their acts should bind
the corporation, ''that corporations,
/ like natural persons, are bound only
| by the acts of their agents when
made within the scope Of their au-
thOrity, and the Court held that as
officers they had no general author
ity ex OfficiO to mortgage real es-
tate. And as they receive no spec
ial authority from the directors the
mortgage was held invalid, there
. DeIllS III Z ioSIlSS VI dSoChl Va AHNA
f1cation on the part of the direc-
tors"
ellis VS.. Bailey, II \. Fl. IS, is
authority for the position that a
general agent of a corporation in
charge of its lands, buildings, etc.,
cannot make a lease for the purpose
of trying the title to land into
which he has entered for condition
broken, the vote of the corporation
authorizing him to enter and hold
the land but not to make lease.
I think it is well sustained law
that Gin the absence of any prOvis-
ion to the contrary contained in the
charter of a corporation, it will be
presumed that its president, secre-
tary and treasurer have the author
ity to make all necessary contracts
in transacting the ordinary business
of the corporation within the legiti-
mate scope, object and purposes of
its organization" Eureka Iron
and Steel Works VS.. Breshnahan,
60 Mich, 339. In this case, how
ever, the mortgage to be executed
was agreed to by all the directors
3 and Stockholders of the company
and the mortgage drafted and exc
cuted in their presence, although
no formal action or record of any
action taken appears on the records
l of the company.
: 50 also it is clear that 'the ordi-
nary affairs of corporation such as
: custom has imposed upon or neces-
sity requires of the president of a
corporation, may be performed by
him without express authority"
? G.. 3. q @. r. r. VIZ. Coleman, is
. Illinois, 298, cited by plaintiff ,:
l counsel.
9 I now come to cases cited by
g PLAINTIFFS counsel in support Of the
8 proposition that the president car
bring this suit without further au
t thority. The Kenton Furnace r. r
g and Manufacturing Co. VS.. McAlpin
4 Fed. Rep, 74l, is cited. judge
n Swing of Southern District of Ohio
: charged the jury that "the actor
4 is brought by the corporation for it
: own benefit against these defend
Y ants; the action relates to the bust
e ness of the corporation solely. Tn
a defendant has filed in the case
a plea or an answer in the nature o
# the general issue. He therefore
e waived all proofs of the due organi
: cation of the company, and he alst
waived all question as to the RICH
6 of the plaintiff to maintain the &C
t ton. He cannot now call upon tn
n plaintiff to furnish proof that it wa
o authorized to bring the action. <
y A corporation has a right to sue, il
e in all cases which relate to its bust
It ness, without any resolution by tn
IS board of directors authorizing it t
g sue"
l. The case before me differs en-
o tirely from the above, in that her
= the special plea in abatement Wa
made together with the general is
e sue and the special plea is no
>, thereby prejudiced.
& The American Insurance Co. vs.
Oakley, 9 Paige, 1916, 1S42) is re
i lied on by plaintiffs counsel. Her
n Chancellor Walworth held tina
a "when the president of corpora
t. ton authorizes an attorney or solic
it itor to prosecute or defend o suit o
% to commence any legal proceeding
e in which the corporation is inter
% ested, the attorney or solicitor vii
l. be authorized to appear for the cor
? poration, and such corporation wi
d be bound by his acts as their attor
$ ney or solicitor. And if the presi
i dent exceed his authority in retain
10 ing such attorney or solicitor, tn
l. corporation must look to him TO
= any damages sustained in conse
ii quence of such authorized act.
This was an application to set asid
d an order upon appeal on the groun(
e that the original application for tn
IS resale and the appeal had bee
d made in the name of the corpora
y ton without its authority or as
r sent
d But the case loses its significanc
when we read that the Chancello
5. says: "The acts and assent of COZ
= porations, like those of individuals
1t when not reduced to writing ma
n be inferred from other facts an,