6 See Slade v. Van Vechten, 11 Paige, 21; Abbot v. American Hard Rubber Co. 33 Barb. 578; 21 How. Pr. 193.

7 Cumberland Coal Co. v. Sherman 30 Barb. 553; McAleer r. McMurray, 59 Pa St. 126; Cook v. Berlin Woolen Mill Co. 43 Wis. 433; Church v. Ster ing, 16 Conn. 388; Banks v. Judah, 8 id. 145; Morrison v. Ogdensburghte. R. R. Co. 52 Barb. 173. Compare Smith v. Lansing, 22 N. Y. 520; Bradley v. Richardson, 23 Vt. 720.

§ 132. Powers of officers and agents in general. -Corporat ons, like natural persons, are only bound where their agents keep within the limit of their authority. And although, as a general rule, a corporation may be bound by the declarations and admissions of its agents, made with n the scope of their authority,2 yet, it should not be pre udiced by their unauthorized representations, in the abs nce of an actual grant of authority or a reasonable presumption of authority to them, from the offcers of the corporation authorized to manage its affairs.3 Persons dealing with a corporation are chargeable with notice of such limitations of the powers of officers or agents, as appear in the charter or articles of association, duly recorded; 4 and the corporation will not be bound by acts which exceed such authority.5 A contract made by the general agent of a corporation, in the ordinary course of business, binds the company in a proper case, upon general principles of the law of agency. But the powers of agents, in respect to contracts, are necessarily limited to such as the corporation may lawfully enter into." So, a corporation is bound by the tortious conduct of its agents engaged in its business, and acting within the business for which they are employed. But an agent's authority, if capable of being executed in a lawful manner, is never to be extended by construction to embrace acts prohibited by law,9 so as to render the principal liable to a criminal prosecution, or to a statute penalty. 10 And general powers of management conferred upon an agent, must be understood to be limited to correspond with the duties to be performed, and the business to be transacted." Thus, the general agent of a manufacturing company is not, by virtue of such agency, authorized to transfer by

deed the real estate of the company; 12 or to pledge or mortgage the machinery used by the company for the security of a loan.13 So, the overseer of part of the business of such a company has no authority, by virtue of his office, to bind the company by contract to aid in the extension of a railroad.14 Nor has the superintendent of a mining company authority, as such, to make notes or contract debts in the name of the company. 15 And it is not within the implied powers of any corporate officer to bind the corporation by an agreement to increase its capital stock. 16 An agent to sell goods is not necessarily an agent to purchase them for the purpose of sale. 17 And a general authority to an agent to purchase on credit, is not necessarily an authority to give the note of the corporation for the price; 18 but it is an authority to make the necessary representations as to the credit and solvency of his principal.19 A general agent to receive money may bind the corporation by a receipt in full.20 The general financial agent or treasurer may waive notice to the corporation of non-payment of its paper, and may make agreements to procure delay of payment in cases of necessity, of which necessity he is the judge;21 and he may negotiate notes or bills taken in the name of his office; 22 and the corporation may be held liable upon promissory notes issued by him in accordance with a usage, as well as upon those which it has expressly authorized.23 Authority to an officer or agent to "sell and convey" land, implies a power to negotiate preliminary to a conveyance, if this be necessary.24

1 Bank of Metrop. v. Guttschlick, 14 Peters, 19; Chicago etc. R. R. Co. v. James, 22 Wis. 194; Burroughs v. Norwich etc. R. R. Co. 100 Mass. 26; Silliman v. Fredericksburg etc. R. R. Co. 27 Gratt. 120.

2 Malecek v. Tower Grove etc. R. R. Co. 57 Mo. 17; Covington etc. R. R. Co. v. Ingles, 15 B. Mou. 637; Henderson v. Railroad Co. 17 Tex. 560; Burnham v. Ellis, 39 Me. 319; McGenness v. Adriatic Mills, 116 Mass. 177.

3 Custar v. Titusville Gas etc. Co. 63 Pa. St. 381; and see Evans v. Atlantic etc. R. R. Co. 56 Ga. 498; Huntingdon etc. R. R. Co. v. Decker, 82 Pa. St. 119.

4 Root v. Wallace, 4 McLean, 8: Brady v. Mayor etc. 20 N. Y. 312; Clark v. Des Moines, 19 Iowa, 199.

5 Herzo v. San Francisco, 33 Cal. 134; Marsh v. Falton County, 10 Wall. 676; Silliman v. Fredericksburg etc. R. R. Co. 27 Gratt. 119; Balfour v. Ernest. 5 Com. B. N. S. 601; First Nat. Bank v. Ocean Nat. Bank, 60 N. Y. 278.

6 Peterson v. Mayor, 17 N. Y. 449; Gowan Marble Co. v. Tarrant, 73 Ill. 608; McCullough v. Talladega Ins. Co. 46 Ala. 376; Smith v. Poor, 3 Ware, 148: Mott v. Hicks, 1 Cowen, 513; 13 Am. Dec. 550; Munn v. Commission Co. 15 Johns. 44. That, without express authority, an agent of a corporation cannot bind it for a debt contracted by the company before it was incorporated: see White v. Westport etc. Manuf. Co. 1 Pick. 215; and compare Bell's Gap R. R. Co. v. Christy, 79 Pa. St. 54; Western Screw etc. Co. v. Cousley, 72 Ill. 531.

7 Downing v. Mt. Wash. etc. Co. 40 N. H. 230; and see Drake v. Flewellen, 33 Ala. 106; Mechanics' etc. Bauk r. Meriden Agency Co. 24 Conn. 159; Kitchen v. Cape Girardeau etc. R. R. Co. 57 Mo. 514.

8 Smith v. Rathbun, 66 Barb. 402; Scofield etc. Co. v. State, 54 Ga. 635; Pittsburg etc. R. R. Co. v. Slusser, 19 Ohio St. 157; Saw, er v. Winnegance Mill Co. 26 Me. 127; Jenkins v. Morris, 16 Mees. & W. 880.

9 Clark v. Metrop. Bank, 3 Duer, 241; and see Marsh v. So. Car. R. R. Co. 56 Ga. 274.

10 Clark v. Metrop. Bank, 3 Duer, 241.

11 Stow v. Wyse, 7 Conn. 214; and see Rankin v. New Eng. etc. Min. Co. 4 Nev. 78; Hall v. Auburu Turnp. Co. 27 Cal. 255.

12 Stow v. Wyse, 7 Conn. 214. See also Chicago etc. R. R. Co. v. James, 22 Wis. 194.

13 Dispatch Line v. Bellamy Manuf. Co. 12 N. H. 205: and see Whitney v. State Bank, 7 Wis. 620.

14 New Haven etc. Co. v. Hayden, 107 Mass. 525.

15 Carpenter v. Biggs, 46 Cal. 91; and see Atkinson v. St. Croix Manuf. Co. 25 Me. 171; Benedict v. Lansing, 5 Denio, 283.

16 Finley Shoe etc. Co. v. Kurtz, 34 Mich. 89.

17 Kidder v. Knox, 48 Me. 551.

18 Emerson v. Prov. Manuf. Co. 12 Mass. 237.

19 Hunter v. Hudson River Iron Machine Co. 20 Barb. 493.

20 Patterson v. Ackerson, 2 Edw. Ch. 427.

21 Whitney v. South Paris Manuf. Co. 39 Me. 316.

22 Perkins v. Bradley, 24 Vt. 66.

23 Re Great Western Telegraph Co. 5 Biss. 363. Compare Ehrgott v. Bridge Manuf. 16 Kan. 486; Bank of Auburn v. Putnam, 1 Abb. Ct. App. 80.

24 Augusta Bank v. Hamblet, 35 Me. 491. See Gillis v. Bailey, 21 N. H. 149.

§ 133. How their powers must be executed.— When the charter or act of incorporation prescribes any mode in which the officers or agents of a corporation must execute their powers, that mode must be strictly pursued.1 But where the charter merely enables a corporation to act in a certain way, it is not thereby precluded from being bound by any other mode adopted by its officers or

agents.2 Where an authority to act is conferred jointly upon several, all the agents must act, in order to bind the company. And where the agents are required to act together, and as a board, the number necessary to be present at the doing of an act being specified, they must so act, or the company will not be bound. Thus, the pre

6

scribed quorum of directors in a company being there, the secretary affixed the corporate seal to a bond after obtaining the written authority of two directors at a private interview, and the verbal promise of a third to sign the authority at another private interview, and the company was held not to be liable on the bond.5 Generally, if it be not otherwise expressly provided, the act of a majority of the board will bind the corporation, although the others are not consulted. An agent or attorney of a corporation, in order to bind it by deed, must affix thereto the corporate seal.8 If the agent desires to bind the corporation in cases of ordinary contracts, which he makes in its behalf, it is sufficient to name the corporation as the contracting party in the body of the instrument, and sign it as agent or officer of the corporation. Notes so drawn and signed, will bind the company and not the agent.10 And generally, the corporation alone will be held liable upon a contract, whatever may be its form, if it appears that credit was given not to the agent, but to the corporation, and that it was the intention of the parties to bind the corporation; 11 and parol evidence is admissible to show that the agent acted officially in the transaction.12

1 Dawes v. North River Ins. Co. 7 Cowen, 462; Conro v. Port Henry Iron Co. 12 Barb. 27; Betts v. Menard, Breese App. 10; Head v. Provi denco Ins. Co.2 Crauch, 127; New York etc. Ins. Co. v. Ely, Conn. 660; Matthews. Skinker, 62 Mo. 329; St. Andrew's Bay Land Co. v. Mitchell. 4 Fla. 192; and see Diggle v. London etc. Railw. Co. 5 Ex. 442; Hol laud v. San Francisco, 7 Cal. 361.

2 Neiffer v. Bank of Knoxville, 1 Head, 162; and see Southern Life Ins. etc. Co. v. Lanier, 5 Fla. 110; Hayden v. Middlesex Corp. 10 Mss. 401; Bissell v. Mich. etc. R. R. Co. 22 N. Y. 258; Morris v. Keil, 20 Minn. 531.

3 Jewett v. Alton, 7 N. H. 253; Corn Exchange Bank v. Cumber. land Coal Co. 1 Bosw. 436. Compare Pres. of Union Bridge Co. v. Troy etc. R. R. Co. 7 Lans. 240; McCortle v. Bates, 29 Ohio St. 419.

1 Beatty v. Marine Ins. Co. 2 Johns. 109; Junction R. R. Co. v. Reeve, 15 Ind. 236; Roso v. Crockett, 14 La. An. 811; Adains v. Hill, 16 Me. 215

5 D'Arcy v. Tamar etc. Railw. Co. Law R. 2 Ex. 158.

6 Sargent v. Webster, 13 Met. 497; Lockwood v. Mech. Nat. Bank, 9 R. I. 308; Dudley r. Kentucky High School, 9 Bush, 576; Cram v. Bangor House, 12 Mc. 354; Cortis v. Kent Water Works Co. 7 Barn. & C. 314; King v. Wincoick, 8 Term Rcp. 454.

7 See King v. Great Marlow, 2 East, 244; Samuel v. Holladay, 1 Woolw. 400; Green r. Miller, 6 Johns. 39.

8 Savings Bank v. Davis, 8 Conn. 191; Flint v. Clinton Co. 12 N. H. 430; Hatch r. Barr, 1 Hamm. 390; Zoller v. Ide, 1 Neb. 439; Osborne v. Tunis. 1 Dutch. 633. Comparo Haven e. Adams, 4 Allen, 80; Tenney v. East Warren Lumber Co. 43 N. H. 343; Westv. Madison Co. Agr. Board, 82 Ill. 205; Osborne v. High Schools etc. Co. 5 Jones L. 177.

9 Passmore r. Mott. 2 Binn. 201; Vincent r. Chapman, 10 Gill & J. 280; McHenry v. Duffield, 7 Blackf. 41; Olcott v. Tioga K. R. Co. 27 N. Y. 546.

10 Shaver r. Ocean Mining Co. 21 Cal. 45; Emerson v. Providence Hat Co. 12 Mass. 237; Whitney Stow, 111 Mass. 368; Sheffield School Township r. Andress, 56 Ind. 157; Alexander r. Sizer. Law R. 4 Ex. 102. Compare Haverhill Mut. Fire Ins. Co. v. Newhall, I Allen, 120; Dutton v. Marsh, Law R. 6 Q. B. 361.

11 See Conro r. Рort Пenry Iron Co. 12 Barb. 27; Planter's Bank v. Divingsville Cotton Co. 10 Rich. 55; Blanchard v. Kaull, 44 Cal. 440; Yowell v. Dodd, 3 Bush, 581.

12 Hailer. Peirce, 32 Md. 327; Pease v. Pease, 35 Conn. 131; Mech. Bauk r. Bank of Columbia, 5 Wheat. 326; McClellan v. Reynolds, 49 Mo. 312; Farmers' etc. Bank v. Haight, 3 Hill, 493.

§ 134. Place of executing their powers.—A corporation cannot act in a strictly corporate capacity out of the limits of the state by which it is incorporated; but the acts of its duly authorized agents may be performed anywhere not forbidden by positive enactment.2 And the courts of the state in which such agents are permitted to act, will presume that they act under a general, and not a limited authority. The directors are the agents of the corporation and not the corporation itself.4 and they may meet and act outside of the chartering state;5 and the minutes of the board at such meeting may be used as evidence of the acts of the board. The directors, as agents of the corporation, may authorize a conveyance of its real estate at a meeting held outside of the chartering state."

1 Miller v. Ewer. 27 Me. 509; Galveston R. R. v. Cowdrey, 11 Wall. 459, 476; Wood Hydraulic etc. Co. v. King, 45 Ga. 34.

2 Balt. etc. R. R. Co. v. Glenn, 28 Md. 287; Wright v. Bundy, 11 Ind. 404; Williams v. Creswell, 51 Miss. 817.

3 New Eng. etc. Ins. Co. v. Hasbrook, 32 Ind. 447.

4 See Bedford R. R. Co. v. Bowser, 48 Pa. St. 29; Ohio R. R. Co. v. McPherson, 35 Mo. 13; Re German Mining Co 27 Eng. L. & Eq. 158; Maynard v. Fireman's Fund Ins. Co. 34 Cal. 48.