42 Mo. 74 | Mo. | 1867
delivered the opinion of the court.
The petition -in this cause set forth that the North Missouri Railroad Company, having agreed to purchase all the assets of the Chariton and Randolph Railroad Company, and being thereto authorized by an act of the General Assembly of Missouri, agreed to pay as a consideration therefor so much of the debts of the said Chariton and Randolph Railroad Company as would not exceed the sum of $25,000, and appointed, in concert with said Chariton and Randolph Railroad Company, a committee, of which Johnson, the defendant, was one, to audit the demands of the creditors of the said Chariton and Randolph Railroad Company; that one Abell, another of the committee, combining with the defendant
The defendant answered, denying the fraud and combination charged, and denying the assignment of the claim of the North Missouri Railroad Company to the plaintiff. When the cause came on for trial, the plaintiff offered in evidence the following, as evidence of the assignment:
“ President’s Ojtice, North Missouri Railroad Company, ->
“July 23,. 1866. }
“Nor value received, and without recourse on us, we assign to Richard H. Musser any claim or cause of action we may have against Peter T. Aboil, Adamantine Johnson, and John E. Cunningham, on account of any sums of money improperly paid by us to the said Abell, Johnson, and Cunningham, under.the Mse pretense of the said Abell, Johnson, and Cunningham that the same was due to the said Peter T. Abell by virtue of our contract with the Chariton and Randolph Railroad Company, under date 14th of May, 1864, for services rendered as agent and attorney to the last-named corporation; more particularly the sum of twenty-four hundred dollars paid upon the certificate of the said Abell, Cunningham, and Johnson, and William E. Mohcrly, on or about the twentieth day of September, 1865. “ISAAC H. STURGEON,
[l. s.] “Prest. North Mo. R.R. Co.
“Attest, with seal of company attached:
“ Geo. H. Blood, Sec’y N. M. R.R. Co.”
The defendant objected to the introduction of this paper as evidence, for the reason that it did not profess, to he the deed of the North Missouri Railroad Company, and that it did not appear that the same was executed by any person to that end authorized by said company. The court sustained the objection, and the plaintiff excepted. The plaintiff then introduced Isaac H. Sturgeon as a witness, and offered to prove by him that he was authorized by the executive committee of the North Missouri Railroad Company to sign the above paper. The defendant objected to this evidence, because the same was incompetent and
If a conveyance of real property, purporting to be the conveyance of a corporation made by one authorized to make it for them, be-in fact executed by the attorney or agent in his own name as his own deed, it will not be the deed of the corporation, although it was intended to be so and the attorney or agent had full authority to make it so.
The conveyance must purport to be made and executed by the corporation acting by its duly authorized agent. But in matters of simple contract, the rule is not so strict, and an execution of an instrument to bind the corporation will be inferred from the general principles of the law of agency. In the diversified exercise of the duties of an agent, the liability of the principal depends upon the facts that the act was done in the exercise and within the limits of the powers delegated, and especially that it was the intent of the parties that the principal and not the agent should be bound. (McLaren v. Pennington, 1 Paige, 102; Boisgerard v. N. Y. Banking Co., 2 Sandf. Ch. 23; Jenkins v. Morris, 16 M. & W. 180.)
And where the matter is uncertain on the face of the instrument whether it was intended to bind the principal or the agent, parol evidence is admissible to explain the latent ambiguity, and to aid in the interpretation. (Smith v. Alexander, 31 Mo. 193; Shuetz et al. v. Bailey et. al., 40 Mo. 69.)
When the instrument bears no marks of an official character upon its face, there is great difficulty in applying the rule ; but where marks of an official character not only exist, but actually predominate, the case is shorn of all perplexity. The assignment in this case is headed and dated at the company’s official place of transacting business; and although the officers use the plural “we,” instead of naming the company, as the contracting party, it sufficiently appears that they were acting officially for the company, and intended to bind it. As strong and irresistible evidence of this, they recite the contract made with the Chariton and Randolph Railroad Company, and that “ the same was due by virtue of our
Another branch of the objection was that it did not appear that the instrument was executed by.'any person authorized to that end by the company. It does not appear that there was any denial that Sturgeon was the president, and Blood the secretary, or that their signatures were genuine. The seal of the corporation, then, imparted authority. For it is a familiar rule that when the common seal of a corporation appears to be affixed to an instrument, and the signatures of the proper officers are proved, courts are to presume that the officers did not exceed their authority, and the seal itself is prima facie evidence that it was affixed by proper authority. (Ang. & Ames on Corp. § 224, ‘and authorities referred to in note 2.) The affixing of the seal is not conclusivo evidence of authority; hut if dispute arises, the contrary must he shown by the objecting party. (Ang. & Ames, ib.; Koehler v. Black River Co., 2 Black., U. S., 715.)
It is unnecessary to notice the objection to Sturgeon’s testimony, as we have already substantially disposed of the case as presented by the record.
The judgment will he reversed and the cause remanded.