Christian University v. Jordan

Scott, Judge, delivered the opinion of the court. This case, in the court below, seems to have turned on the point whether the treasurer of the corporation was authorized by the directors to deal in bank notes of less denomination than five dollars. The treasurer of the University stated that he had been acting as such for some years ; that he was the only person authorized by said corporation to receive and pay out money ; that as such officer he had frequently paid out and received, within the limits of this state, bank notes, promising or ordering the payment of money, of less denomination than five dollars; that he had never received as treasurer any directions or instructions from said corporation what kind of money he should receive or pay out. Corporations are subject and entitled to the same presumptions as natural persons. If a resolution or order of the board of directors was necessary in order to make the company liable for receiving or paying out illegal currency, it is obvious that the law against illegal banking could never be enforced against corporations. It is hardly to be supposed that an order to do an illegal act would be spread upon the minutes of the board. If an agent, against the will of the corporation, was to do an illegal act, it would be hard to hold it responsible for it. But if an authorized agent of an incorporated company will for years continue in the violation of law, and he is never checked in it, nor his conduct disapproved by his employers, it would be difficult to find an excuse to exempt the company from the consequences of such conduct. A corporation, by the interposition of an agent, can not place itself in a better situation than a natural person. A money broker in the east may do business here by an agent; he may never come here, nor know in what kind [71] of currency his agent is dealing. In a suit upon a note to the money broker, would it be any answer, to the defence that the consideration of the note was for the loan of prohibited currency, to allege that the broker had never directed his agent in what kind of currency he should deal ? It may seem hard that a corporation should lose its debts by the acts of its' agents, when there is no express authority for those acts. But corporations, being ideal, artificial persons, can only act through agents; and, if they violate the law, why should they be in a better situation than natural persons ? The agent was in this state and subject to her laws. It was his duty to know and to observe them; if he has failed in this, why should the ideal body be in a better situation than all. other persons ? Although the act declares that there shall be a forfeiture of the charter of any corporation for a violation of its provisions, yet we conceive that it is. only a forfeiture pro hac vice; that is, so far as the particular action in which the de-fence is set up is concerned. We do not suppose that a total and absolute forfeiture was designed, such as would take place on a judgment against a corporation on a quo warranto. Had such a consequence been contemplated, it is of so serious weight that it would have been expressly declared. The purpose of the act is accomplished in permitting the forfeiture to operate only so far as to take away the right of action in the particular cause in which its violation is set up as a defence. It will be observed that the corporation (the plaintiff in this suit) was incorporated after the provision in the act concerning illegal banking, on which the defence in this action is based, had been incorporated into our code of laws. Hence its charter was taken with the knowledge of the existence of the provision on which this defendant-bases his defence. As to the effect of the provision on charters which were granted prior to .its enactment, it is not deemed necessary that any opinion should be expressed. Judge Ewing concurring, the judgment will be reversed and the cause remanded. Judge Napton absent.