W. B. Mershon & Co. v. Morris

OoNNOR, J., after stating the facts: We concur with counsel for appellant that when a case is submitted upon an agreed state of facts or upon demurrer no exception or assignment of error is necessary. The appeal brings up the entire record, and is itself an exception. Reade v. Street, 122 N. C., 301; Wilson v. Lumber Co., 131 N. C., 163, where the subject is discussed, the authorities cited, by the present Chief Justice. A careful examination of these opinions will remove what seems to be some doubt in the minds of the profession upon the subject. We concur with his Honor in holding that the order, which includes the contract for the machine, was properly signed by the president. Womack Private Corp., 461. There was no necessity for the corporate seal. For the varied *52 transactions of a business or manufacturing corporation it would be impracticable to require every letter, order, contract, note, check or draft to have the corporate seal attached. The general rule, sustained by 'well-considered'decisions, is thus laid down by Judge Thompson: “Excluding the operation of express.statutes, a very extensive principle of the law of corporations, applicable to every kind of written contract executed ostensibly by a corporation and to every kind of act done by its officers and agents professedly in its behalf, is that, when the officer or agent is the appropriate officer or agent to execute a contract or do an act of a particular kind in behalf of the corporation, the law presumes a precedent authorization, regularly and rightfully made, and it is not necessary to produce evidence of such authority from the records of the corporation, always provided that the corporation itself had the power under its charter or governing statute to execute the contract’or do the act.” 10 Cyc., 1003. The ancient rule that a corporation could act only by its seal has been greatly relaxed in later times, if, indeed, not wholly abrogated. Ib., 1004; Columbia Bank v. Patterson, 1 Cranch, 299. The contract was simply an order for a machine, with the terms or proposition to purchase set out, among others that the title to the property was to remain in the vendor until paid for. It would be a singular result if the corporation or- its receiver could retain the property thus coming into its possession without paying for it, and repudiate so much of the president’s proposition as secured to the vendor payment of the purchase money because he did not put the corporate seal to the proposition to buy. If he had no authority to make the contract, or did not observe the form prescribed in doing so, no title passed to the corporation. By ratifying his act and taking the property it waived any informality, if there was any, in the form of making the contract. It is immaterial whether the paper was recorded. The *53 receiver takes whatever title the corporation bad, and nothing more. In no point of view is there any error in his Honor’s judgment. .It is Affirmed.