Brunswick-Balke Collender Co. v. Boutell

45 Minn. 21 | Minn. | 1890

Collins, J.

In this case appellant signed certain notes, payable to plaintiff, thus: “W. T. Boutell, Pres.” His defence was that he was the president of the “Calhoun Club,” a corporation duly organized under the laws, of this state; that the notes were executed and delivered by him and the secretary of the club for billiard-tables, purchased by the secretary for the use of the club and from plaintiff; that he acted in his official capacity, solely; all of which, he claims, was known and understood by plaintiff when taking the notes. The case was tried by the court, without a jury, and upon its findings of fact judgment was ordered as demanded in the complaint. The principal controversy upon the trial was as to plaintiff’s knowledge and understanding as to the character in which appellant signed the notes, whether in his individual capacity or in behalf of the corporation, and as its act. There was an abundance of testimony on all disputed points to sustain the findings of the court, and, as a consequence, we cannot interfere.' Again, while the appellant went into the merits of his defence with testimony which, in part, tended to overcome the prima facie case against him, he omitted to show for what purposes or objects the club was incorporated, or what acts were within the scope of its business, or what duties and powers had *23been conferred upon its president. The trial court was hot informed as to whether or not this corporation could legitimately purchase a billiard-table, and it is sáfe to say that no presumption exists that it could. Even if this could be assumed, appellant made no attempt to show that such a purchase was within the powers of either president or secretary, or that the purchase in question, on time or otherwise, was authorized by directors or stockholders. Failing in this, the attempted defence wás brought directly within the rule established in Pratt v. Beaupre, and followed in Peterson v. Homan, supra.

Order affirmed.