24 Minn. 292 | Minn. | 1877
Action on a promissory note executed by defendant to the Marine Bank, the assignor of plaintiff.
The defendant claims that when the note fell due it was satisfied, and he discharged from liability by reason of a transaction between himself and Turrell, the president of the bank, and the cashier. The transaction is stated by the court below,
The note never was in fact paid either by defendant or any one else. At the time of this transaction Webb was a director •of the bank. The finding of fact is fully sustained by the evidence, unless in reference to the authority in the premises •of Turrell and the cashier. It appears from the evidence that the entire control of all financial matters of the bank were left with the president and cashier, without any restriction imposed by by-laws or rules adopted by the board of •directors, or stockholders, prescribing their powers, and they were not required to report to the directors their discounting transactions. No report of this transaction was made to the directors, so there was no ratification of it, and it must stand, if at all, upon the authority of the president and cashier. This authority seems to have been full enough except so far .as it was restricted by principles of law. The transaction, briefly stated, was an attempt by the president to use the property of the bank, this note, in his own private business,
If we concede, then, the authority of the president and' cashier to bind the bank by accepting the promise of one person in discharge of a debt owing to it by another, it would.' not extend to a case where they, or either of them in his own interest, was a party to the transaction; and such was this case. Turrell, and not the bank, was interested in the end sought to be accomplished by the arrangement. The attempt to substitute him as the debtor in the place of defendant was not made for the purpose of taking care of the interests of the bank, but to enable Turrell to make the purchase for himself of the stock held by defendant. And though neither the president nor the cashier, nor the defendant, appears to have had any evil intent, the transaction cannot be supported as against the bank.
The court below was correct in finding that there was no-authority in the president or cashier to bind the bank by the-
The debt evidenced by the note was drawing interest. The debt set up as a counter claim, a general deposit in the bank, could not bear interest until a demand for payment. The court was right in allowing interest on one and not on the other.
The other exceptions do not relate to the authority of the officers to enter into the arrangement relied on as a defence, and they are, therefore, immaterial.
Judgment and order affirmed.