The First National Bank of Spencer acquired, and, at the time its affairs were placed in the hands of a receiver, held, notes aggrеgating more than $45,000, which were transferred to it by the Cement Products Company, a corporation also having its principal place of business at Spencer, by *359 indorsement without recourse. The receiver of the Cement Products Company resisted the claim of intervеner, and refused to allow any part thereof. Upon hearing in the district court, said court found that one note transferred to the bank by thе Cement Company was indorsed in blank, and the amount thereof was allowed. It is the claim of intervener that, at the time of the negotiatiоn of the notes to the bank, it was orally agreed between it and the Cement Company that the latter would hold the bank harmless, and protеct it from loss on said notes. Something more than a year after the transfer of the notes, J. J. Radford, president of the Cement Products Comрany, in writing agreed with the bank that the company “shall protect and save harmless and be and remain liable on promissory notes purсhased” by said bank. Perhaps it should be here stated that the claim of intervener includes also notes alleged to have been transferred to the Peoples Savings Bank, under a similar arrangement, which later merged with the First National Bank.
The articles of incorporatiоn of the Cement Products Company provide that the business thereof shall be managed by a board of directors, and neither the said artiсles nor the by-laws authorized the president to enter into or execute in its behalf contracts of the character here involvеd. It is contended by appellant that the president, in the negotiation of the notes, the making of the alleged oral contract, and later the execution of the written agreement, either acted with the authority of the corporation, or his acts were subsequently ratified thereby. Much of the evidence relied upon by appellant to establish the alleged oral agreement claimed to have been made contemporaneously with the transfer of the notes is of doubtful competency, and, on the whole, is not convincing. The officers of the respective corporations who transacted the business were not called as witnesses upon thе trial of the case. G-. C. King, manager of the Cement Products Company during the period covered by the transactions, identified the signature оf Radford to the written contract, and testified that he had heard or knew of an oral agreement with the bank, but was unable to state from personal knowledge who acted for the corporation, or the terms of the agreement. Upon this point his testimony was largely in the nature of conclusions. He further testified that he heard some *360 talk about tbe matter, but was unable to give any details witb inference to tbе matter.
Mr. Rowe, an officer of tbe bank, testified to tbe conclusion that there was an oral agreement to' the effect that tbe Cement Products Company would bold tbe bank harmless for notes sold and transferred to it by indorsement without recourse. It is not shown that be is tbe offiсer of tbe bank witb whom tbe transactions were conducted, or that be was present when tbe agreement was entered into. Tbe testimоny of these witnesses is not disputed; but tbe information of neither of them was obtained at first band, and, in addition to being largely in tbe nature of conсlusions, was mostly hearsay.
No one denies the execution of the written instrument which was signed “Cement Products Co. by J. J. Radford, President.” His authority, however, to bind tbe corporation thereby is challenged. Tbe record is wholly silent as to any authority conferred in any way by tbe corporаtion upon its president to execute this instrument.
It is shown that Radford and one Hammen, to a large extent, looked after the signing of paрers for the Cement Company; but, as stated, no testimony was introduced tending to show that Radford was authorized in any way by the corporatiоn to execute and sign the alleged instrument of guaranty. It is well settled in this state that the office of president of a corporation in itself confers no power upon him to bind it by contract. His power must be determined by the organic law of the corporation, or by delеgation of authority by its managing officers, or be implied from the habit or custom of transacting the business of the corporation.
Ney v. Eastern Iowa Tel. Co.,
The record discloses no action taken by the board of directors or other act of the corporation conferring authority upоn Radford to execute the writing. More than a year elapsed after the notes were transferred to intervener before the instrumеnt was executed. So far as the record shows, its execution was never called to the attention of, or 'directly approved by, the board of directors. Except for the statement of the witness King that he heard talk of the agreement, there is nothing to *361 show that the corporation knew of the transaction, nor is it shown that it was the custom of the corporation for its president to execute in its nаme agreements of the character here involved.
But it is argued by counsel for appellant that the contract was subsequently rаtified by the corporation. The evidence, if any, on this point is meager and indirect. It is limited to the following minutes on the books of the corporation:
"The matter of collecting stockholders’ notes now held by the company, or which may later be produced from present holders and held by the company were discussed at length.”
The meeting of the board of directors at which the minutes referred to wеre made, was held subsequent to the execution of the contract. We find nothing in the record to show that the notes transferred to the bank or the written agreement was the subject of conversation or discussion at this meeting of the board, or that it was referred to more dirеctly than appears in the minutes quoted. Just what notes, if any, the board of directors contemplated repurchasing is not disclosed. It wоuld require very great liberality in the construction of this language to hold that it referred to the notes in question, or that the alleged written agreement was discussed by the board. The evidence is wholly insufficient to establish ratification.
Recovery was also asked on the theory of money had and received. What is said fully disposes of this proposition, and it need not be given any further consideration.
It is our conclusiоn that the evidence wholly fails to sustain any of the contentions of appellant. The order and judgment below is, accordingly, affirmed. — Affirmed.