15 Pa. 172 | Pa. | 1850
The opinion of the court was delivered by
The recognised and known functionaries, and especially the officers of a bank, are held out to the world as having authority to act according to the general usage, practice, and course of the business of such institutions.
If it were otherwise, there would be no safety for the public in doing business with any one of such institutions; because their charters differ in some respects, and individuals cannot be presumed to carry these documents in their pockets as a vade meoum. Their acts, therefore, within the scope of such usage, practice, and course of business, will bind the corporation, in favor of third persons transacting business with them, and who did not know at the time that the officer was acting beyond and above the scope of his authority. The property of stockholders is not bound by the irregular unauthorized transactions or declarations of their officers, beyond the just sphere of their legal action. But if stockholders, without objection or interference, witness a course of business, usage, and practice on the part of their officers, this justifies third persons in believing that such usage of the officers is sanctioned by the principal and authorized by law. The first questions which arise in this case are, whether the statute authorizes such kind of de
The next question is, whether there was any such general usage, custom, and practice of the cashier of that bank, to act as a voluntary bailee, without reward, in such like cases, as to make the corporation liable for his acts. I have not been able to see such evidence on the paper-book. There is no evidence on the subject, except that, at the same time, it appears that Cowden put a bundle of his, sealed up in the same way, into the safe. No person, corporation or individual, can be made the bailee of another man’s goods without his own consent, express or implied. If the servant, of his own head, and without authority of his master, takes goods on deposite, unknown to his master, although they be deposited in the master’s house, he is not answerable, but the servant only. There must, in order to induce a legal liability on any one, be a contract, express or implied. There is no knowledge or permission established in this case, on the part of the directors, of any such general rule, usage, or practice, as would authorize the implication of a contract on the part of the corporation.
The other question remaining in the cause is, whether the directors of the bank did, in fact, specially make a contract that involved responsibility ? The only evidence of this is, that Coryell, the cashier, testified that some of the directors were present when he started to Baltimore, and when the packages of TideWater Canal notes were opened; how many don’t appear, certainly not a majority. Nor does it appear that any thing was known to them of Cowden’s bundle, or Oliver’s; although we may presume the cashier told them what he was going to do with the notes. He took the bundle of Cowden’s
There is nothing to show that the directors were made aware of the source or fountain from which that payment came.
We perceive nothing in any thing alleged against the instructions 'of the court below which ought to disturb this judgment. They went far enough in favor of the plaintiff below.
Judgment affirmed.