fers no implied power to bind the corporation11. But where the president is engaged in active management of the corporate business he will be presumed to have such implied powers as may be necessary for that purpose12. The unauthorized acts of the president, as well as of any other officer or agent of the corporation, may become binding by estoppel where the corporation has held him out as having power, or by ratification where the corporation has received and retains the benefits of his transactions. It would seem almost frivolous to here state the obvious fact that two or more unauthorized agents, acting together, have no greater power to bind the corporation than any one of them would possess if he acted alone. Yet that mere numbers operate as a substitute for authority has been earnestly, though unsuccessfully, argued**. Where the president of a corporation is its chief executive officer, he has implied power to employ counsel and to answer in 'suits against the corporation, and, in case of need, to execute appeal bonds in the corporate name45. He may agree to an arbitration. He may also exercise much broader powers where his control of corporate affairs has been made practically absolute through long continued acquiscence by the board of directors. Failure to oppose may be construed as assent. But this implied approval is not extended to cases where no rights ties, and any limitations on his usual powers would not bind others dealing with him and not warned of the restrictions." v. 41. Gould v. W. J. Gould Co., 134 Mich. 515-516. 42. Ceeder Lumber Co., 86 Mich. 541. In this case Justice McGrath said: "A president of a manufacturing company, who is active in the conduct and management of the business, must De presumed to have all the power of any agent exercising a like control or management, and to have authority to do what is usually and ordinarily done by such agents or managers." Sarmiento v. Boat & Oar Co., 105 Mich. 300-302; Preston National Bank v. Purifier Co., 84 Mich. 364; Lansing Turnverein Society v. Carter, 71 Mich. 608-611; Hirschmann v. Railroad Co.. 97 Mich. 384; Gould v. W. J. Gould & Co., 134 Mich. 515-516. 43. Eureka Iron & Steel Works v. Bresnahan, 60 Mich. 332; Michigan Central R. Co. v. Chicago, K. & S. Ry. Co., 132 Mich. 324. 44. Gould v. W. J. Gould & Co., 134 Mich. 515-516. 45. Sarmiento v. Boat & Car Co., 105 Mich. 300. 46. Fitch v. Constantine Hydraulic Co., 44 Mich. 74. 47. Preston National Bank v. Purifier, 84 Mich. 364. In this case a president whose power by bylaw was to "have general supervision over the property and affairs of the corporation," and who for five years assumed almost exclu sive charge of the corporate business, was held to have implied power to bind the corporation by an assignment of accounts amounting to $150,000, as collateral to corporate indebtedness. of third parties have been founded upon its. The president of a corporation would probably have no implied power to confess judgment against it. Corporate notes given by the president of a company to take up private obligations are prima facie unauthorized, and are accepted at peril50. If the president of a corporation has implied power to make an agreement, he has implied power to modify the same agreement51. And if he has power to execute an instrument, he may execute it anywhere52. A corporate instrument, executed with the consent of all of the stockholders and directors, is valid, even though not formally authorized53. $62. Vice-President. The vice-president ordinarily may exercise all of the official powers of the president during the latter's absence or disability. When he acts in the stead of the president, he is restricted by the same limitations that are applicable to the president's authority. It happens, not infrequently, that the vice-president is the managing officer of the company. His powers as manager are cumulative with those possessed by him as vice-president. He has such implied power as may be necessary to carry on the business which has been placed in his control54. . §63. Secretary. The secretary is the official keeper of the records of corporate meetings. Apart from this function, his powers are largely, if not wholly, dependent upon delegations of authority embodied in the by-laws, resolutions of the board, the terms of his employment, or the settled policy of the company. Like other officers, he has no implied power to make extraordinary contracts, nor has he, by the mere fact of his office, authority to execute commercial paper in the corporate name56. 48. Eureka Iron & Steel Works v. Bresnahan, 60 Mich. 332; Kent County Agricultural Society V. Ide, 128 Mich. 423-426. 49. Jones v. Avery, 50 326-328; Stevens v. Carp Iron Co., 57 Mich. 427. Mich. 50. McLellan v. Detroit File Works, 56 Mich. 579; New York Iron Mine v. National Bank, 39 Mich. 644. 51. White v. Taylor, 113 Mich. 543. 52. Gray v. Waldron, 101 Mich. 612. 53. Kalamazoo Spring Co. v Winans, 106 Mich. 193; Eure ca Iron & Steel Works v. Bresnahan, 60 Mich. 332. 54. Drew v. Billings-Drew Co., 132 Mich. 65-68. 55. Laird v. Mich. Lubricator Co., 153 Mich. 52-55. In this case a secretary-treasurer had made a contract employing a clerk for three years. Held extraordinary and void. 56. Gould v. W. J. Gould & Co., §64. Treasurer. Apart from his duties to safely keep and account for the funds of the corporation, the implied powers of the treasurer are limited. He has power to receive and receipt for moneys belonging to the corporation. But he has no implied authority to borrow money in the corporate name and issue its notes therefor58; nor has he implied authority to confess judgment in behalf of the corporation59; nor to make extraordinary contracts; nor to issue written admissions of corporate indebtedness. It has been held that the treasurer's office implies that its incumbent has authority to endorse for transfer stock certificates belonging to the company, and third parties are protected in relying upon such apparent authority, in the absence of circumstances or notice indicating a want of power62. Authority to execute negotiable instruments in the name of a corporation may be conferred upon the treasurer by parol63. §65. General Manager. The general manager of a corporation may have as much or as little power as the charter, by-laws, and action of the board have granted him. He is a mere agent, and the rules of agency, hereafter discussed, will be found controlling upon his authority in most instances. It has been held in this State, that a general manager has implied authority to transact all of the ordinary business of the corporation"; that he has power to make reasonable contracts for the employment of labor65; that he has like power to sell personal property belonging to the corporation, 134 Mich. 515. 57. People v. Carter, 122 Mich. 668. 58. Craft v. South Boston R. Co., 150 Mass. 207, 5 L. R. A. 641. 59. Stevens v. Carp River Iron Co., 57 Mich. 427; Jones v. Avery, 50 Mich. 326-328. 60. Laird v. Mich. Lubricator 153 Mich. 52. 61. Kalamazoo Novelty Mfg. Co. v. McAlister, 36 Mich. 327. 62. Walker v. Detroit Transit Ry. Co., 47 Mich. 338-350. 63. Odd Fellows v. First National Bank of Sturgis, 42 Mich. 461. 64. Adams Mining Co. v. Senter, 26 Mich. 73. 65. Ceeder V. H. M. Loud Lumber Co., 86 Mich. 541. In Gamacho v. Engraving Co., 2 N. Y. Ap. 369, it was said, "No presumption of law can be indulged in that, because a person acts as such manager, he has the power to bind his principal to contracts of an extraordinary nature and of such a character as would involve the corporation in enormous obligations and for long periods of time." Cited with approval in Laird v. Mich. Lubricator Co., 153 Mich. 52-55; Nephew v. Railroad Co., 128 Mich. 602. 66. Scudder V. Anderson, 54 Mich. 122; Adams Mining Co. v. Senter, 26 Mich. 73. and to receive and receipt for money due the company; but it has been stated that he has no implied power to issue notes in the name of the corporation". Of course such paper might be sustained by estoppels. §66. Corporation Counsel. The implied power of an attorney for a corporation is limited to such acts as are customary and necessary in the adjustment of claims, the management of litigation, the preparation of documents and the giving of counsel. An attorney has no implied power to bind the corporation by any extraordinary contract. Thus, as an incident of settling a claim, an attorney would not have implied power to bind a corporation to furnish the claimant with employment?". But, necessarily, such a contract would be valid if made with express authority, or if subsequently ratified1. $67. Joinder of Offices. Where certain differing powers are vested in the several offices of a corporation, and one person is elected to two or more of such offices, all of the powers incident to the several offices to which he has been chosen become vested in him. The fact that an agent of a corporation is also an officer, does not limit his powers as an agent. His authority as agent and his authority as an officer are cumulativeTM. $68. General Powers of Officers and Agents. Corporate officers are upon practically the same footing as other corporate agents. The implied powers of a corporate agent, regardless of official title, are defined by the general principles of agency. The mere fact that one happens to be an officer or agent of a corporation does not render the corporation liable for acts done outside the scope of his authority. The 67. Whitaker V. Kilroy, 70 Mich. 635. 68. New York Iron Mine v. National Bank, 39 Mich. 644. 69. Nephew v. Michigan Central R. Co., 128 Mich. 399-602. 70. Nephew v. Michigan Central R. Co. (Id.) 71. Brighton v. Lake Shore & M. S. R. Co., 103 Mich. 420-423: Maxson v. Mich. Central R. Co., 117 Mich. 218-223. 72. V. Preston National Bank 74. Preston v. Marquette County Savings Bank, 122 Mich. 696; Hartford Mining Co. v. Cambria Mining Co., 80 Mich. 491-495; authority of an agent can not be established by proof of the agent's statements. One dealing with a corporate agent should ascertain the agent's authority from its source76. Where a corporation has entrusted entire management of its business to a single officer or agent, it will not be permitted, as against the vested rights of third parties, to deny the agent's authority to do any act which the corporation might have authorized him to do. But one who deals with a corporate agent, with notice of the limitations upon the agent's authority, can not hold the corporation liable in the absence of ratification, for acts transcending such authority 8. Notice will be presumed from facts, brought to the attention of the third party, sufficient to put him upon inquiry A general agent has power to bind the corporation upon all matters falling within the usual scope of his duties, and within Lockwood v. Boom Co., 42 Mich. 539; Delta Lumber Co. v. Williams, 73 Mich. 86-92; Turner v. Phoenix Ins. Co., 55 Mich. 236-242; Richardson v. Rogers, 45 Mich. 591-596; Rice v. Peninsular Club, 52 Mich. 87; Bond v. Pontiac, Oxford & P. A. R. Co., 62 Mich. 643; Shavalier v. Grand Rapids B. & L. Co., 128 Mich. 230-236. In Lockwood v. Thunder Bay River Boom Co., 42 Mich. 536-539, Justice Campbell said: "A corporation can not be held to have contracted, unless by such agents, or officers, as have express or implied authority." 75. Bond v. Pontiac, Oxford & P. A. R. Co., 643-649. Co. v. 76. In Delta Lumber Williams, 73 Mich. 86-91, Justice Champlin used the following language: "Corporations are bound by the acts of their agents to the same extent and under the same circumstances as natural persons. Agents may have as much or as little power as their principals see fit to give them, and one dealing with an agent is bound to inquire into the extent of his authority, not from the agent, in the absence of a written evidence of authority, but from the principal, if accessible; and dealings or engagements of the agent beyond the scope of his authority would not bind the principal." 77. Davenport V. Stone, 104 Mich. 512-524; Wing v. Commercial, etc., Bank, 103 Mich. 565; Creeder v. H. M. Loud Lumber Co., 86 Mich. 541-544; Eureka Irou & Steel Works v. Bresnahan, 60 Mich. 332; Whitaker v. Kilroy, 70 Mich. 635; Adams Mining Co. v. Senter, 26 Mich. 73-76; Walker v. Detroit Transit R. Co., 47 Mich. 348; Ball v. Ridge Copper Co., 118 Mich. 7-18. Thus where an officer has power to employ an agent, such officer has implied power_to fix the agent's compensation. Duford v. Parliament, etc., 152 Mich. 151-154. 78. Berlin v. Belle Isle Scenic Ry Co., 141 Mich. 646; Hallenbeck v. Casket Co., 117 Mich. 680-683. 79. Where the agent of one corporation orders goods to be shipped to, and in the name of, another corporation, the vendor is put upon inquiry as to the agent's authority. Thus an order, "Ship the gear and pinion to the Allegan Paper Co., Allegan, Mich. (Signed) Niles Paper Mill Co., A. E. Jacks, Secy.," was held to cast upon the vendor the duty of ascertaining Jack's authority. Stillwell-Bierce & Smith Vaile Co. v. Niles Paper Mill Co.. 115 Mich. 35. |