Lucky Queen Mining Co. v. Abraham

Opinion by Mr. Chief Justice Bean. The corporate existence of the plaintiff, or its authority to commence and maintain this action is not questioned in this proceeding, but it is contended that Mr. Willis, who appeared as its attorney, had no authority to so appear, or to prosecute the action in its name. It will be seen from the uncontradicted evidence that Mr. Willis was and is president, general manager, and attorney for the plaintiff, and this, it seems to us, shows a prima facie right to [285] commence and prosecute this action in the name of his principal. A regularly licensed attorney is an officer of the court, and responsible to it for the propriety of his professional conduct, and, therefore, when he appears for a party in a case, the presumption of law is that his appearance is authorized. He may, on the motion of the adverse party, on showing reasonable grounds therefor, be required to produce or prove the authority under which he acts, but if, upon the hearing, he shows that he acted in good faith, and under an authority apparently genuine, it is sufficient in the first instance, and the party challenging his right to so appear is required to show by positive proof that his appearance is unauthorized: Mechem on Agency, §§ 8, 9, 10; McAlexander v. Wright, 3 T. B. Mon. 189, 16 Am. Dec. 93. In this case, from the showing made by Mr. Willis, it appears that he acted in good faith, under authority vested in him as president, managing agent, and attorney for the plaintiff, and should have been recognized as such attorney in the absence of competent evidence showing that his statements and testimony were not true. The failure or neglect of the corporation to elect or choose officers at the proper time did not work a dissolution of the corporation, and Mr. Willis, having been regularly elected president and managing agent, continues in office until removed, or his successor is elected or appointed, and therefore had a colorable right, at least, to institute and prosecute this action: St. Louis, etc., Loan Association v. Augustin, 2 Mo. App. 123; Harris v. Mississippi Valley Railroad Company, 51 Miss. 602; 2 Cook on Stock and Stockholders, § 719. There is nothing in this record to sustain the contention of the defendant that the appearance of of Willis as attorney for the plaintiff was unauthorized, and the judgment must therefore be reversed. Reversed. Footnotes [1] Note.—The powers of the president of a corporation are shown in a note to Wait v. Nashua Armory Association (N. H.), 14 L. R. A. 356, in which a large number of authorities are analyzed.—Reporter.