Sandford v. McArthur

Judge Simpson delivered the opinion of the court. It is not alleged in these cases that the plaintiffs themselves have had any dealings with the defendants or that they received from them the notes which they hold, or that they were deceived with respect to the value of these notes by any misrepresentations or concealment on the part off'the defendants. Neither do they allege that they received them in consequence of any inducements held out by the defendants, or any promises made by them that they would be liable for them. They may be regarded, therefore, as having received them as the notes of the corporation, which they purported to be, looking to it for their payment, and relying upon its liability for the amount of them. The only question, therefore, that arises upon this state of case is, has the board of directors made [421] themselves personally liable for these notes to the holders thereof, by exceeding the authority which the charter conferred upon them, in issuing and putting them into circulation as the notes of the corporation, it having been heretofore decided by this I court, in the case of Watson vs The Bank, that they were issued without authority? i. As a general ru,le> au powers becomes sponsible7 , r®¿ thosewith whom 2. Those who deal with the servants or officers of a corporation created by statute, are bound to take notice of the powers conferred by the act ofincorporation; not so in ordinary cases, where the power of the agent is known only to himself and his principal. The Directors are the agents of the corporation,, and derive their powers not from the corporators but from the charter, and cannot bind their principal beyond it. The charter did not authorize them to issue * the notes held by the plaintiffs, nor is the corporation-bound for them as its notes, although we suppose that it is liable for the amount of them so far as it ’ received, and used any of the benefits or profits derived from them. The holders may have a right to look to the general assets of the corporation, although they have no claim upon the fund set apart for the redemption of those notes which were issued in the manner prescribed by the charter. It is a general principle, that where a person undertakes to do an act as an agent of another, and exceeds the authority delegated to him, he will be personally responsible therefor to the person with whom he is dealing; but this liability is founded upon the supposition, that the want of authority is unknown to the other party. A distinction has been taken between acts of an agent for his principal in common cases, and similar acts done by the servants or officers of a corporation. In the first case it is said the extent oí the authority is kno\ ni only between the principal and agent, whereas, in the latter the authority is created by statute, to which all may have access who deal with the officers. (Salem Bank vs Gloucester Baak, 17 Mass. Rep. 29; Angel & Ames on Corporations, sec. 299.) According to this doctrine it was the duty of those dealing with the officers of the corporation to know the extent of their powers, and to know whether the notes held by the plaintiffs were legally -or illegally [422] put into circulation. If they received them, knowing that they had been issued without authority, they cannot hold the officers personally responsible for them, inasmuch as the liability oí the agent is founded upon the want of knowledge by the other party that he has exceeded his authority. The notes not having been stamped “secured by the pledge of state bonds and real estate,” as required by the charter, carried on their face intrinsic evidence of the fact that they had not been lawfully issued, evidence t which was visible to all persons, and which all persons receiving them were bound to notice. 3. It is the duty of those who deal with the o fficers of a bank to know the extent of the power conferred by the charter under which the bank acta. This is the general rule, and as a general rule a party can not com plain of want of knowledge of that of which he is bound to take notice. Is the position correct, that it is the duty of those who deal with the officers of a bank to know the extent of the power conferred upon them by the charter under which they profess to act? We think it is as a general proposition. Although such corporations are private, yet as their notes are intended for general circulation, and the acts by which they are created are made public, and are of general interest, they do not properly fall under the denomination of private statutes, but must be classed with those that are general and public, or at least they should be considered as quasi public acts. The public, therefore, is as much bound to take notice of their provisions as they are to know the provisions of any of the statutes passed by the legislature. It is a general rule that a party cannot rely upon his own ignorance of such matters, as it was hia duty to know, and which he could have known by the use of reasonable diligence. If, for instance, an agent should refer the party with whom he was dealing to a recorded power of attorney as showing the extent of his authority, the latter could not hold the former liable on the ground that he had exceeded his authority in contracting in the name of his principal. Here the chai’ter containing the powers under which the officers acted was published, and made [423] accessible to all persons. Ignorance of its provisions must, according to well settled legal principles, be considered willful and inexcusable. Knowledge of^ them discharges the officers from all liability forhav-/ ing exceeded their authority, and as no other ground/ of liability is made out by the plaintiffs their actionj cannot be maintained according to the well settled principles of law by which such cases are governed. It might, as a matter of public policy, be right to hold the officers of a corporation .personally responsible whenever they transcended the powers conferred upon them by their charter, to the injury of the public. But, if such a liability be proper, it should be imposed by the terms of the charter, or by some general statute alike applicable to all corporations. The defendants may have made themselves re-’ sponsible to those persons with 'whom they had immediate dealings, if they were guilty of any fraudulent misrepresentations or concealments, but not being liable on the ground of a mere excess of authority, and the plaintiffs not having had any dealings with them, have not made out any valid cause of action against them. Wherefore, the judgments are affirmed.