134 Mich. 515 | Mich. | 1903
The defendant is a corporation* but the record does not disclose the purposes of its organization. The present action is based upon a promissory note of
The general rule is that the president of a corporation has no implied power to bind the corporation by his signature to commercial paper, and that this power is not presumptively greater in the president and secretary. 21 Am. & Eng. Enc. Law (2d Ed.), 859. See, also, 3 Clark & M. Corp. § 701; 2 Cook, Corp. (4th Ed.) § 716. It is true that the authority to transact business of this character may be implied where it is shown either that the president has been held out as having charge of the business, and as authorized to perform such an act on behalf of the corporation as that in question, or where the corporation is shown to have received and retained the benefits of the transaction. See 4 Thomp. Corp. § 4623. So, where the instrument is‘under the seal of the corporation, a presumption arises that it was executed by authority. Id. It is also true that, where there is evidence showing that the president of a corporation is engaged in managing the business, such powers will be ascribed to him as are requisite in the conduct of the business of the
We are cited to the case of Patterson v. Robinson, 116 N. Y. 193 (22 N. E. 372), in which language is used apparently sustaining the ruling of the circuit judge in the present case. But, from the examination we have been able to give the subject, that case would appear to stand alone, and, for an understanding of the New York rule, should be compared with Columbia Bank v. Gospel Tabernacle Church, 127 N. Y. 361 (28 N. E. 29).
In what we have said above we by no means imply that the court will not take judicial notice of the usual powers of certain officers of particular corporations, such as bank cashiers. But the ruling below cannot be sustained on any such presumption. The execution of the note in question was not sufficiently proved. The other questions presented are not likely to arise on a new trial.
Judgment is reversed, and a new trial ordered.