New-York tribune., 1903-07-07

cannot thus be deprived of his property (Cah-
graph Company agt. Davenport 81 L. s., 311) Nor
is the responsibility of the company limited to the
also be satisfied that the person executing the
power was authorized so to do. and this too, 1t
dence before IL tne risR OF upon ~
When bonds are registered in the name of the
owner, the company to whom the application for
transfer is made is bound to take notice of the
nature of the ownership and of the general rules
of law as to who may lawfully dispose OF properly
the present case. in the name of corporation, the
company to whom application for transfer aj Is
the officer executing the power Of attorney had
authority from the corporation TO do so The neces
OF the corporation defendants. when they de-
copies of the resolutions passed by directors of
the plaintiff authorizing the transfer 1t IS strongly
inherent authority plaintiffs treasurer to cause
the bonds TO be transferred to bearer and sold ana
was necessary. This contention. however, cannot
not mere ministerial act but one calling for the
exercise OF judgment and discretion: Whether the
relating to the management Of the plaintiffs affairs
| plaintins directors acting as a board
| TREASURER NOT AUTHORIZED TO SELL.
| The duty imposed upon the treasurer by the by
ties certainly did not imply thai he might with.
| Out authority from the corporation dispose oH
directors Nor was it within essellss apparent
authority as treasurer to change the form Of regis
tration of the bonds and sell them and no one had
the right to presume such authority from the mere
fact that he was treasurer. 1t is within the ord-
! nary and accustomed duties of treasurer 10 COL
lect moneys due TO corporation, and debtor pay
! ing to him debt due to the corporation Will be
power rests in treasurer to sell or pledge the
securities of the corporation. (HOyt VS.. Thompson
| 3 \. Y, 300 It is true that in some cases such
permits its treasurer or other oficer act for it
! during continued course of business, or holds
for it, or With knowledge Of other similar acts
and confirms them There are many cases in the
| books wherein corporations have been held liable &
| for he riZp1 of
GERS but they all rest upon these or other similar
| 1t does not appear that any treasurer of this
plaintin ever undertook, without authority from
securities until Lesses sold the Union Pacific bonds
that f6e directors s @9 epudated MS action the mo-
ment it was discovered There is nothing what
| lied their treasurer to sell the securities, or so
acted as to hold him out as authorized sell them
| or deal with them in any way or even by inaction
| ratified his unlawful acts. The inevitable concIu-
sion is that the defendant railway companies trans
ferred the bonds to bearer without aut:-orlty OF
1T The 5 dtlTsin of naintiffs property and
assisted, although without evil intent the dishon, on
plaintiff of its property, and which it was the duty
Of the railway companies 10 preVent; HSooPtp % VS..
fore entitled to judgment against the defendant
| companies
BROKER ALSO RESPONSIBLE
! think it is also entitled to judgment. against
! the defendant Gibson. He, too, knew that the
bonds belonged to the plaintiff and he was bound
to know that LesSels as treasurer mad no power or
authority sell them without express authorization
bonds when he sold them had been transferred 50
as TO be PayIDe 10 DeoFe+ he @ iv D Se campa r
nies had been satisfied that Lesses had authority to
! have their form changed. Assuming that Gibson
was entitled presume thus far. it does not alter
| the fact that he knew who owned the bonds and
for their sale. 1t is precisely If Iessells had in
bearer and had informed Gibson that they be
longed the plaintiff. In that case, Gibson would
RCTeF to canno b asanted of partcipaon the
q
LesseIs TO do the very act which resulted in loss
1t remains to consider the relative liability as be;
tween themselves OF the railway cor G9m3ah1e5 t , ana
companies and Gibson were guiltless Of intentional
peared in evidence that it was the custom of rail
way transfer offices in the city OF New ork TO cr
purposes of transfer by a Stock Exchange firm as
executing the power, Each of the powers in ques-
J lion was witnessed by Busch Gibsons cashier, who
Himself in his firm name There can be no doubt
stood and intended that he thereby guaranteed to
the respective railway companies the correctness fl
the power. In each case the power purported to oe
the act of the plaintiff by George W Lessells, its
treasurer Gibsons signature upon the power was
therefore an assurance TO the r2lIWay ] coInpanea %
poMer 16@5 the But Pialif'hd IT had pg not IT'S o'e ~
forgery Was as frauduient as the forged
tons. Lessels was a stranger TO the railway com
a]GSe[neo T ] I2ndonbted 70 the rawav companies re-
is impossible to that. in the absence OF Such a
ascertainng whether or not Iesses had had any any apo u
hory TO transfer ana Se tne 3OfS t dfnnf sI
| in each case for a replacement of the bonds and
their value with costs and extra allowance in
each case of per cent upon such value And nd II in
! way Company and the Missouri. Kansas and Texas
| ment a provision that If either of said companies
required to pay the or o any any fp9 Por
| the defendant Gibson.