The Goldfield news. [volume] (Goldfield, Nev.) 1904-1911, 1909-07-03

the company was being sold at frou
so to so cents per share. They had
right to assume that Mr.. Weber, VIII,
was president and had full charge o.
the eompany's business, was %sellin;
treasury stock to defray the develop
ment expenses, and was attending to i
in a way to protect the interests of tn,
and of its stockholders. Evi
IDENTIFY, they relied upon that-that h,
was doing his duty, and as his trustee
ship required him to do under the cir
cumstances.
The circumstances of this ease are
different from that of any other mar
dealing with the corporation who had
furnished supplies or performed services
at the request of its officers or agents
In such a ease the corporation having
had the benefits. could not avoid pay
ment on the ground that its officers or
agents had no authority to bind it. In
this case, the plaintiff was the principal
officer of the corporation, and, from the
evidence, the only one who had any
voice in the management of its affairs.
He knew what the bylaws required;
he knew that he had no right to create
an indebtedness against the company,
and having acted in defiance of the by
-. - r L.. l.t;nc aS a 4rpataa ha
is in no position to invoke the equit-
able powers of this court to relieve him
from the consequences of his unlawful
acts and from a dilemma in which he
voluntarily placed himself.
1t is contended by the plaintiff that
as Mr.. Palmer was in charge of the de-
velopment work, as general manager,
and as such incurred the obligations
which plaintiff paid, that, therefore, and
thereby the company is bound; but !.
does not appear that Palmer was ever
authorized by the company to do any
work or bind the company in any way,
and the plaintiff, as president, MUST
HAVE KNOWN 1T.
Mr.. Weber appointed Mr.. Palmer; he
must have placed him in charge of the
work on the company's property, as it
Toes not appear that anyone else did.
Weber must have instructed him as to
what he wanted done, and must have
authorized him to create the indebted
ness which the plaintiff claims to have
paid.
Mr.. Palmer was elected treasurer of
the company, but from the evidence,
unable to find that he ever drew a
check as treasurer. 1t does appear that
for the payment of the expenses at the
mine, Mr.. Weber deposited the money
in the bank in his own name, and that
Mr.. Palmer was authorized to sign Mr..
Weber IS name to the checks with which
al the bills were paid.
In fact, all the evidence indicates
that all the affairs of the company were
conducted by, and in the nam OF Mr..
Weber. Counsel for plaintiff claims
that by a resolution of the board OF di-
r~ectors, held after his claim had ac-
his acts were ratified by the com
but if such resolution could be so
construed, it must be assumed that the
acted. without a full knowledge
of the facts, because afterwards, at a
full meeting of the board of directors,
excepting Mr.. Weber, a resolution, re
that with a full knowledge OF all
the transactions of Mr.. Weber, the
board of directors unanimously and
emphatically repudiated all the acts OF
Mr.. Weber, and denied all liability of
the company to him for any expendi-
lures made by him. He then applies to
court for the relief which he claims
to be equitably entitled, having expend-
ed the money for the benefit Of the com
pany, the company is equitably bound
to pay it.
In order to determine whether the
discretionary powers of the court should
be exerted in behalf of plaintiff, 1T is
well to consider what such action would
mean, and its logical significance. From
a careful consideration of all the EVIL
dence, the following conclusion may be
fairly deduced:
Mr.. Weber wants a mining property