Gould v. W.J. Gould & Co.
| Decision Date | 06 October 1903 |
| Citation | 134 Mich. 515,96 N.W. 576 |
| Parties | GOULD v. W. J. GOULD & CO. |
| Court | Michigan Supreme Court |
Error to Circuit Court, Wayne County; Robert E. Frazer, Judge.
Action by Lona M. Gould against W. J. Gould & Co. Judgment for plaintiff, and defendant brings error. Reversed.
Graves Hatch & Millis, for appellant.
Dickinson Stevenson, Cullen, Warren & Butzel, for appellee.
The defendant is a corporation, but the record does not disclose the purposes of its organization. The present action is based upon a promissory note of $4,000, purporting to be signed 'W. J. Gould & Co., C. H. Gould, L. F Thompson.' The defendant filed an affidavit denying the execution of the note, and denying that the defendant had any benefit from the consideration of the same. On the trial the plaintiff proved that the signature 'W. J. Gould & Co.' was made by C. H. Gould, and that he was president and L. F. Thompson was secretary and treasurer of the corporation at the date of the note. There was no showing that any consideration passed to defendant, nor that the president and secretary were held out as having authority to make notes, nor that they were, by any action of the directors, authorized in this instance to make the note in question. It was objected that the authority of these officers to make the note was not shown, and that, as a consequence, the execution of the note by the corporation was not proved. The note was, however, received in evidence against defendant's objection, and this ruling presents the principal question in the case.
The general rule is that the president of a corporation has no implied power to bind the corporation by his signature to commercial paper, and that this power is not presumptively greater in the president and secretary. Am. & Eng. Enc. L (2d Ed.) 859. See, also, Clark & Marshall on Corporations, � 701; Cook on Corporations (4th Ed.) 716. It is true that the authority to transact business of this character may be implied where it is shown either that the president has been held out as having charge of the business, and as authorized to perform such an act on behalf of the corporation as that in question, or where the corporation is shown to have received and retained the benefits of the transaction. See Thompson on Corporations, � 4623. So where the instrument is under the seal of the corporation, a presumption arises that it was executed by authority. Id. It is also true that where there is evidence showing that the president of a corporation is engaged in managing the business, such powers will be ascribed to him as are...
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Moyse Real Estate Co. v. First Nat. Bank of Commerce
... ... later rendered an opinion in the case of Gould & Co., 134 ... Michigan 517, in which the court in a case directly in point ... squarely sustains ... ...
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Murchison Nat. Bank v. Dunn Oil Mills Co.
... ... 211, 45 A. 927; ... Edwards v. Carson Water Co., 21 Nev. 469, 34 P. 381; ... Gould v. Gould, 134 Mich. 515, 96 N.W. 576, 104 Am ... St. Rep. 624; N.Y. Iron Mine v. Bank, 39 ... ...
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Citizens' State Bank of Enderlin v. Skeffington
...can be no question that title passed to the indorsee and neither the payee nor this defendant can challenge the transfer. See Gould v. W. J. Gould & Co. supra. We feel no hesitancy holding that when the note and the indorsement were offered, the plaintiff having proved the execution of the ......
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Elkhart Hydraulic Company v. Turner
... ... appellant's objections to the admission of each of the ... notes in evidence. Gould v. W. J. Gould & ... Co. (1903), 134 Mich. 515, 96 N.W. 576, 104 Am. St. 624; ... 2 Am. and Eng ... ...