12 Ala. 772 | Ala. | 1848
Whether the court erred in the charge given, or in refusing to charge as requested by the plaintiff in error, depends on the question, whether it was the duty of Edward F. Comegys, the cashier of the bank, at the time of the omission to have the bills protested, to attend to the collecting register, as it is called. That is, was it his duty to receive the bills and notes left with the bank for collection, to register them in the books of the bank, to note the time they became due, and if not paid at maturity, to hand them to a notary to be protested. This was the duty of the cashier,, as is fully shown, from 1828 up to the year 1837 — on the 16th of August, 1837, the board of directors passed a resolution, requiring Edward F. Comegys, the cashier, so to arrange the various duties of the officers of the bank, as to give to Mr. Ball, the necessary assistance in his department. Under this resolution, a written memorandum of the various duties of each officer was drawn up, and signed by all the officers except the teller, and one clerk; and by this memorandum, or arrangement of the duties of the officers, Mr. Saunders, the second book-keeper, was charged with the duty of attending to the collecting register. This instrument, which, particularly specifies the duties allotted to each officer, was; laid on the table of the directors, whilst they were in session,, by Comegys, and he then informed them that it contained the arrangement of the duties of the officers of the bank, under the resolution of the 16th of August. No dissent to this, assignment of the duties of the officers was expressed by the board, nor by any director, and the officers went on to discharge their duties, in the manner set forth in this me
It is certainly law, that the assent of a corporation may be presumed, to acts done for, and on their account. [9 Ala. R. 513, 516; 6 Ala. R. 657; 2 Ib. 451.] So when an individual does an act, as the agent o$fa corporation^the agency may be shown by a corporate act, or inferred from the same evidence, that would justify the inference in the case of a natural person. ( [2 Ala. Rep. 451; 13 Peters, 519; 4 B. & C. 575.]
These authorities establish, that the assent, or approval, of a corporation to acts done on its account, may be inferred, in the same manner, that the assent of a natural person may be. This being the law, we can arrive at no other reasonable conclusion, than that the board of directors assented to, and approved of, this arrangement of the duties of the officers of the bank. The board of directors certainly possessed the power to arrange, or prescribe the duties each officer should perform, and this power could be exercised by an agent.
The arrangement therefore, of the duties of the officers, as set forth in the memorandum, is the act of, and is binding oil the bank ; consequently it was not the duty of Comegys, at the time the default happened, to attend to the protesting of the bills, and notes, left in bank for collection; therefore, the memorandum of the duties of the officers of the bank was properly admitted as evidence, and the court did not err in the charge given, nor in refusing to give the charges requested by the plaintiff in error. The judgment is consequently affirmed.
