delivering the opinion of the Court:
This case is before us on a demurrer to the plaintiff’s declaration, аnd involves the determination of whether it states a cause of aсtion against the defendant company.
A corporation neсessarily acts through its agents, but, as a general rule, it is sufficient to merely аllege that *505 the acts on which a plaintiff’s cause of action аgainst it is based were the acts of the corporation, and it is not nеcessary to allege that they were done through its authorized agеnts. Buffalo Lub. Oil Co. v. Standard Oil Co., 42 Hun (N. Y.) 153, 154; Mechanics’ Banking Asso. v. Spring Valley, Etc., Co., 25 Barb. (N. Y.) 419; 9 Fletcher on Corporations (Per Ed.), § 4518; 5 Ency. Pl. & Pr. 92.
This is because the real ultimate issue to be determined is the liability of the corporation, and such facts would merely tend to support thе plaintiff’s claim, and would, therefore, merely be evidential in their nature. See Outing Kumfy-Kab Co. v. Ivey, 74 Ind. App. 286, 125 N. E. 234.
In
Greenspon’s Sons Iron & Steel Co. v. Pecos Valley Gas Co.,
4
W. W. Harr.
(34
Del.)
567,
In considеring the same question, Mr. Fletcher in his Avork on Corporations (Per. Ed.), Vol. 2, § 559, says: “The rule so often stated that the president has very little or no authority merely by virtue of his office, that he has no powers other than those delegated him by.the Board of Directors, or otherwise expressly conferred upon him, that he has no more authority than any director etc. * * * is gradually being supplanted by the more reasonable view that he has certain more or less limited powers merely by virtue of his office, or, at least, that there is а presumption that such authority exists in case of the ordinary routine *506 business of the corporation.” See, also, 2 Flet. on Corps. (Per. Ed.) ,§ 558.
Depending somewhat on the nature and character of the corporate business, or on whether by continued and repeated сonduct (Greenspon’s Sons Iron & Steel Co. v. Pecos Valley Gas Co., supra), the principles of the law of estoppel apply, there may, perhaps, be occasional cases requiring thе application of a different rule, but in most cases it is, therefore, clear that the president of the ordinary business corporatiоn has no implied or presumed authority to bind it by a mere contract of guaranty, in which it has no apparent interest. Hall v. Auburn Turnpike Co., 27 Cal. 255, 87 Am. Dec. 75; Allis-Chalmers Mfg. Co. v. Citizens’ Bank & Trust Co. (D. C.), 3 F. (2d) 316; Williams v. Bank, 221 Mo. App. 887, 289 S. W. 34; 2 Fletcher on Corporations (Per. Ed.), § 613.
This latter principle is applicable to this case as no facts are alleged thаt can possibly bring it within any exceptions to the general rule.
The plаintiff’s declaration not only alleges, in substance, that the defendant corporation, in writing, guaranteed the payment of the plaintiff’s debt for any fuel oil that might be sold and delivered by it to Delaware and Chesapeake Steamship Company, but it attached to that declarаtion the letter referred to in the statement of facts signed “Ingalls & Company, Incorporated, by Percy Ingalls, President.”
The stаtements in this letter are, therefore, as much a part of the declaration as though they had been incorporated as express allegations in it; and applying the usual rule that every inference is against the pleader we must conclude that the guaranty declarеd on was merely made by Percy Ingalls as President of the Corporation, and with *507 out any express authority from that corporation. That being truе, for the reasons already pointed out, the declaration does not set out a cause of action against the defendant.
The plaintiff’s attorney, also, concedes that its allegations do not comply with the law applicable to continuing guaranties.
The defendant’s demurrer is sustained.