152 A. 612 | N.H. | 1930
Before the plaintiff could acquire a valid and enforceable lien it was necessary for him to give written notice of his claim to the defendant or to some person having charge of the defendant's property. P. L., c. 217, s. 15. Although Benoit, as contractor, had supervision over the construction of the building, it does not appear that he was in charge of the property. Neither does it appear that he was the defendant's expressly authorized agent, or that the defendant had ever held him out to the public as such. Unless, therefore, he had authority to represent the corporation either by statute or by virtue of his official connection therewith, the notice which the plaintiff gave him was ineffectual to bind the defendant.
The plaintiff argues that section 13 of chapter 331 of the Public Laws, providing that service of writs against a corporation may be made upon one of its directors, is here applicable. While it is true that a sub-contractor cannot secure a lien except by giving notice in the statutory mode (Eastman v. Newman,
A writ is a mandatory precept issuing from a court of justice. A notice under P. L., c. 217, s. 15, is merely a statutory method of protecting property-owners and sub-contractors. Janvrin v. Powers,
Ordinarily in giving any statutory notice the requirements of the statute must be strictly observed. Sowter v. Grafton,
Nor did Benoit merely by virtue of his office as director have power *463
to bind the corporation. Hilliard v. Railroad,
In brief, a corporation is not affected by a director's knowledge unless the corporation moves "in the business to which the knowledge is material through the agency of such director acting either alone or as one of the board." Ib. See also Edelstone v. Company, ante, 315; 7 R.C.L. 655, 656; 4 Fletcher, Cyc. Corp., 3461.
The fact that Benoit was also an owner of stock in the realty company does not change the result. He was not the sole owner. "The stockholders of a corporation, as such, are in no sense the agents of the corporation. They may, of course, be invested, like other individuals, with representative powers by the corporation, and would in that event be treated like other agents; but their mere position as stockholders gives them no such authority. Notice to one or a part of the individual stockholders is; therefore, not notice to the corporation unless actually communicated to it." 2 Mechem, Agency (2d ed.), s. 1854.
Since there is no intimation in the reserved case that Benoit possessed any authority other than that which his office as director implied, there is no occasion for discussing the defendant's contention that a principal will not be charged with notice of any knowledge acquired by his agent which it is to the agent's advantage to conceal or which he has acquired while performing an independent fraudulent act. Brookhouse v. Company,
Judgment for the defendant.
SNOW, J., did not sit: the others concurred.