Brown v. Weymouth

Rice, I. — The only question in the case is, whether the treasurer had authority by virtue of his office to bind the company by the acts which he performed. The ordinary duties of a treasurer are to receive, safely keep, and disburse under the supervision of the directors, the funds of the company. The charter of the company, c. 564, special laws of 1839, § 10, provides “ that the property and affairs of said company shall be managed by a board of directors, not less than three aor more than seven.” The treasurer by the charier was authorized to receive assessments due from stockholders, but he had no authority to pay the debts of the company unless by order of the directors, nor to cancel, compromise or off-set, claims due- from the company by those due to it. Any attempt on his part thus to control the business of the company would be to assume powers specifically conferred by the charter upon the ■directors, and all such acts, unless ratified by the company, would be void. The arrangements out of .which the note in suit originated, are to be viewed together, as constituting one transaction, an which the treasurer very clearly exceeded his authority. There is no evidence that his acts have been ratified by the company. They are, consequently, without validity, and no Segal rights could spring from them to the parties thereto. The note in suit is therefore without legal consideration. A nonsuit is to be entered. Shepley. C. J., and Tenney, Hathaway and Appleton, J. J., concurred.