Artesian Lithia Water Co. v. Central Bank & Trust Corp.

Beck, J. (After stating the foregoing facts.) Under the facts of this ease the court could not properly have done otherwise than direct the verdict of which complaint is made. Yerner, who signed' the notes in the name of the defendant companj', was its secretary and treasurer; and not only did he hold this office by a regularly adopted resolution of the board of directors, but he also performed the functions of a general manager for the company. Under the first section of the resolution of February 6,-1907, set forth in the statement of facts, the president of the company and Yerner were authorized to borrow as much as $1,000. While there might be some question as to whether or not, in order to render a note given for such a loan valid and binding upon the company, it should have been the Joint act of the president and the secretary and treasurer, under the provisions of section 3 of the resolution of the last-mentioned date .there can be no doubt that Yerner was authorized to create an. obligation binding upon the company for an amount not in excess of $1,000; and especially is this true when we consider the language of the resolution in connection with the fact of the broad and comprehensive duties resting upon Yerner, who sustained to the company the relation not only of secretary and treasurer, but of its general manager. The notes sued on were executed on the 10th day of March, 1908, the very day on which Yerner ceased to be the secretary and treasurer of the defendant company; but there is not the slightest evidence to show that the bank knew of the termination of Yerner’s relation to the company at the time it accepted these notes. Besides, these notes were given in renewal of a debt which had been created by Yerner acting for the company at a time when he was unquestionably its secretary and treasurer and conducting its business as its general manager. While it does not appear that the corporate seal of the [621] corporation was attached to the contract, the burden of showing authority to execute the written obligation sued upon was successfully carried by the plaintiff. Judgment affirmed. All the Justices concw.