57 P. 504 | Kan. | 1899
The opinion of the court was delivered by
: This was an action brought by the Remington Paper Company against the Topeka Capital Company, a corporation, on nine promissory notes. The following, excepting as to dates and amounts, is a copy of all the notes :
“Four months after date, we promise to pay to the order of the Remington Paper Co. ($800.00) eight hundred dollar's, at Topeka, Kansas. Value .received, with interest at eight per cent, per annum after date
until paid. The Topeka Capital Company.
Dell Keizer, B. Mgr."
The defendant filed a general denial and also the following answer of new matter :
“ Second. For a second and further answer and defense herein, said defendant states that said Topeka Capital Company was incorporated under the laws of Kansas on the 6th day of June, 1890, and that said company has had, at all times, a board of six directors, and that none of the alleged notes, which purport to be set out in counts one, two, three, four, five, six, seven, eight and nine of plaintiff’s petition, were ever authorized by the board of directors of said company, nor by a majority of said directors, and that defendant is not indebted to plaintiff on account thereof in any sum whatever.”
The answer of new matter was verified in the following language:
“I, T. W. Harrison, being duly sworn, say that I am the attorney for the defendant, The Topeka Capital Company; that said defendant is a corporation organized under the laws of the state of Kansas; that
To defendant’s answer the plaintiff filed a general denial in reply. The defendant filed a motion for judgment on the pleadings, which was overruled. The case was called for trial and the court ruled that the burden of proof was on the defendant. The defendant offered evidence in support of the allegations of its second ground of defense, but the same was rejected. The court thereupon rendered judgment on the pleadings in favor of the plaintiff. The defendant preserved exceptions to all these adverse rulings and has brought the case to us for review.
The questions are, Did the petition state a cause of action? and, Did the defendant’s second answer constitute a defense? The petition did not allege any authority in Dell Keizer as business manager or other officer of the defendant to execute promissory notes in its name. Such being the case, the questions are easy of answer. We assume that B. Mgr. affixed to Keizer’s name was intended as an abbreviation of “business manager.” A corporation can only act by some one duly authorized in its behalf. Authority may be conferred by the law directly, or by the governing body of the corporation. Under the statutes of this state, the governing body of a corporation is
The statutes of this 'state know no such person as the business manager of a corporation. A corporation may have a business manager, but it can have him only by special appointment of the board of directors. Not being an officer which the statute has provided for the transaction of corporate business, the law is unable, in case he has been appointed, to determine what his duties are, or whether the execution of
It follows from these conclusions that the law attached no presumption of authority to the act of Keizer’s signature of the corporate name over that of his own and his title of business manager. His authority to do so should have been alleged. The ruling of the court rejecting the evidence offered by the defendant under its answer of new matter was doubtless made under the mistaken view that the law conferred power on the business manager of a corporation to bind it by the execution of a promissory note ; hence the court assumed that the allegation of the answer that the board of directors had not authorized the notes