39 Mich. 644 (Mich. 1878), New York Iron Mine v. First National Bank of Negaunee
Citation: | 39 Mich. 644 |
Opinion Judge: | Cooley, J. |
Party Name: | The New York Iron Mine v. The First National Bank of Negaunee |
Attorney: | W. P. Healy and G. V. N. Lothrop for plaintiff in error. Ball & Owen and Ashley Pond for defendant in error. |
Case Date: | November 21, 1878 |
Court: | Supreme Court of Michigan |
Page 644
Submitted October 18, 1878; October 22, 1878
Page 645
[Syllabus Material]
Page 646
[Syllabus Material]
Page 647
Error to Marquette.
Assumpsit. Defendant brings error.
Judgment reversed with costs, and a new trial ordered.
OPINION
Page 648
The plaintiff in error is sued as maker of three promissory notes and endorser of a fourth, all of which are copied in the margin. [*] By reference to these notes it will be seen that the name of plaintiff in error is subscribed or endorsed by W. L. Wetmore,
Page 649
and the contest has been made over his authority to make use of the name of plaintiff in error as he has done. The New York Mine is a corporation, having its place of operations at Ishpeming in this State. It was organized some fourteen years ago, with Samuel J. Tilden and William L. Wetmore as corporators. Mr. Tilden has had the principal interest from the first, and has always acted as president and treasurer, keeping his office in New York city. Mr. Wetmore has always until this controversy arose acted as general agent with his office at Ishpeming. The board of direction has been made up of these gentlemen with some nominal holders of stock in New York city as associates. Meetings of the board appear to have been held very seldom, and the whole business of the company has been done by Mr. Wetmore and Mr. Tilden, the latter looking after the finances, and visiting Ishpeming only twice or three times during the whole period of the corporate existence. Mr. Wetmore hired and paid all the miners and other laborers, and transacted such other business as is usually taken charge of by a general agent whose principal is at a distance. As such agent he has paid out in all upwards of $ 3,000,000; the payments being generally made in drafts on Mr. Tilden, or in the proceeds of such drafts. For a while the drafts were on time, but latterly the financial condition of the corporation has been easy, and only sight drafts have been drawn. The firm of Wetmore & Bro. named in the three notes purporting
Page 650
to be made by the New York Mine, was composed of William L. and F. P. Wetmore, and there was evidence that the New York Mine had had business transactions with that firm to the amount in all of $ 125,000. The Munising Iron Co. was a corporation of which W. L. Wetmore, as its note shows, was the president.
It was not claimed on the trial that there had ever been any corporate action expressly empowering Wetmore as general agent to make promissory notes, nor did it appear that he had ever executed any in its name except a few, as hereinafter stated. Some evidence was put in which it was claimed had a tendency to show the existence of a general custom in the mining region for the general agents of mining companies to make promissory notes in the names of their principals without special authorization, but as there was no showing that authority was not generally given, the attempt was a manifest failure. It was also insisted on the part of the plaintiff that as matter of law, the general agent of a mining corporation by virtue of his appointment as such had authority to bind it by commercial paper, and that the court must take notice of his authority, as they must of the authority of the cashier of a bank, the master of a vessel, or other known agents. Adams Mining Co. v. Senter, 26 Mich. 73, 76. On the other hand the defense contended that the authority to issue commercial paper was not implied in any general agency, and when conferred must be strictly construed, and in its exercise strictly limited to its exact terms; and that an authority to draw bills would not authorize the making of notes. And it was further contended that even if authority to make notes was implied, the particular notes in suit were presumptively not within the authority; three of them being drawn by Wetmore as agent, payable to the order of a partnership of which he was one of the members, and prima facie for the benefit of that partnership, while the other like these was made by Wetmore in one capacity and endorsed by him in another,
Page 651
so that apparently he was dealing with himself in making and negotiating all of them.
It was not disputed by the defence that the corporation as such had power to make the notes in suit. The question was whether it had in any manner delegated that power to Wetmore. We cannot agree with the plaintiff that the mere appointment of general agent confers any such power. White v. Westport Cotton Manf'g Co., 1 Pick. 215, is not an authority for that position, nor is any other case to which our attention has been invited. In McCullough v. Moss, 5 Denio 567, the subject received careful attention, and it was held that...
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