5 Blackf. 250 | Ind. | 1839
Pitman sued Kintner in debt. The declaration contains three counts, each alleging that the defendant “by and under the description of president of The Corydon Steam-Mill Company, by his certain writing obligatory signed by the name and style of P. S. Kintner', president, sealed with his seal,” &c. The defendant craved oyer of the instruments sued on. One of them (which is a 'sample of the whole) reads as follows: “ Twelve months after date, we, the president and directors of ‘ The Corydon Steam-Mill Company,’ promise to pay David, Pitman one hundred and fifty dollars, with interest at the rate of six per cent, per annum, for value received. — P. S. Kintner, President [seal].” The defendant then pleaded, that he executed the several contracts mentioned in the declaration, as president of the board of directors of The Corydon Steam-Mill Company, (which was a corporation created by a certain statute,) for and in consideration of moneys loaned by the plaintiff to the company for its sole use in carrying on the business of the corporation ; that the promises were made on behalf of the company in conformity to its by-laws; and the scrawl annexed to each of the signatures of the defendant as president of the company, was the common seal of the corporation. To this plea the plaintiff demurred specially, and assigned for cause of demurrer, that it amounted to the general issue. The Court sustained the plea, and rendered judgment for the defendant.
We think this decision was correct. The general doctrine is, that a special plea which amounts to a denial of an allegation which, in the first instance, the plaintiff would be bound to prove, under the general issue, to support his action, is
A further objection is raised against the decision of the Cii’cuit Court, which is, that even admitting the defendant’s authority as president of The Corydon Steam-Mill Company to bind it by contract, he has not in the present instance done so, but has rendered himself personally liable. In support of this position, M'Clure et al. v. Bennett, 1 Blackf. 189, and Deming v. Bullitt et al. Ib. 241 and notes, are cited. The general doctrine recognized by those decisions, so far as it has any application to this case, is, that an agent, who makes a contract in the name of his principal beyond his authority, or who engages that he himself, or his principal, will perform a certain thing, assumes a personal liability, though he is described in the contract as agent; and if, on the other hand, being clothed with the requisite authority, he contracts in the name of his principal, the latter only is bound.
The case before us, tested by these principles, does not seem to be attended with much difficulty. The law incorporating The Corydon Steam-Mill Company declares itself to be a public statute; and as such we are bound to notice it. We think its enactments authorize the corporation to con
The judgment is affirmed with costs.