Jewett v. West Somerville Co-operative Bank

173 Mass. 54 | Mass. | 1899

Knowlton, J.

This action is brought on an acceptance of an order for the payment of money drawn on the defendant corporation and accepted by its treasurer. To maintain his action the plaintiff must establish the validity of the acceptance. The defendant is a co-operative bank, established and doing business under the laws of the Commonwealth. See Pub. Sts. c. 117; Sts. 1882, c. 251; 1883, c. 98; 1885, c. 121; 1887, c. 216; 1889, c. 159; 1890, c. 78; 1894, c. 342; 1895, e. 171; 1896, cc. 277, 285, 361; 1897, c. 161; 1898, c. 247. Such banks are subject to the supervision of the savings bank commissioners, and in their organization and general features are closely allied to savings banks. Atwood v. Dumas, 149 Mass. 167,169. They are not authorized to do a general banking business, and their rights and powers are strictly limited for the protection and benefit of their members.

The defendant contends that, under the statutes of this Commonwealth, it could not, even under an express vote, accept such an order as the plaintiff has declared on. We do not find it necessary to determine the question thus presented. If we assume in favor of the plaintiff that the making and acceptance of this order were so connected with the payment of the money which the mortgagor was to receive as a loan that the corporation might have bound itself by an acceptance, we come to the question whether the treasurer could bind the corporation by such an undertaking without express authority so to do.

The statute provides : “ All payments made by the corporation for any purpose whatsoever shall be by order, check, or draft upon the treasurer, signed by the president and secretary,” etc., and that the “ treasurer shall dispose of and secure the safe keeping of all moneys, securities, and property of the corporation in the manner designated by the by-laws,” etc. Pub. Sts. c. 117, § 17. We find nothing in the nature of the business to be done by such corporations, or in the express provisions of the statutes, which indicates that their treasurers can create liabilities on the part of such corporations by their signatures to commercial paper, or by their indorsement or acceptance of such paper. There is no reason why the power of the treasurer of a co-operative bank should be greater than that of a treasurer of a savings bank. A treasurer of a savings bank cannot bind the corporation by such indorsements, nor by any similar transaction. Tappan v. Warren Five Cents Savings Bank, 127 Mass. 107. Commonwealth v. Reading Savings Bank, 133 Mass. 16, 20. Holden v. Upton, 134 Mass. 177. Holden v. Phelps, 135 Mass. 61. Treasurers of other similar corporations, as well as of parishes and municipalities, are also of limited authority. Craft v. South Boston Railroad, 150 Mass. 207. Webber v. Williams College, 23 Pick. 302. Packard v. First Universalist Society, 10 Met. 427. Torrey v. Dustin Monument Association, 5 Allen, 327. Lowell Five Cents Savings Bank v. Winchester, 8 Allen, 109. There is a material difference between the implied powers of treasurers of manufacturing and trading corporations, and those of treasurers of corporations organized for special purposes, which ordinarily do not have occasion to use commercial paper in the transaction of their business. It is plain that the defendant’s treasurer had no implied authority by virtue of his office to bind it by his acceptance of the plaintiff’s order.

The defendant’s by-laws, which were put in evidence, and the oral testimony, tended strongly to show that the treasurer had no actual authority to sign an acceptance of this kind for the bank, and they furnished no evidence to sustain the plaintiff’s contention in this particular. We are of opinion, that the 'ruling requested by the defendant, that “ the treasurer of the defendant corporation had no authority to accept the order declared on in the name and behalf of the defendant, and make the defendant liable on said order to the plaintiff; and that on all the evidence the plaintiff is not entitled to recover,” should have been given. Exceptions sustained.