New Boston Fire Ins. Co. v. Upton
| Decision Date | 28 July 1893 |
| Citation | 36 A. 366,67 N.H. 469 |
| Parties | NEW BOSTON FIRE INS. CO. v. UPTON et al. |
| Court | New Hampshire Supreme Court |
Exceptions from Hillsborough county.
Assumpsit by the New Boston Fire Insurance Company against S. W. Upton and another, for an assessment on a premium note given for insurance in the plaintiff company. Verdict for the plaintiff. Defendants except. Exceptions overruled.
One ground of defense was that one Marden, then a director of the plaintiff, had made to the defendants certain representations as to the plaintiff's condition, the time it would continue in business, its methods of doing business, and the way it would make assessments in case of a loss; that the defendants' application for insurance was made in reliance on such representations; and that the representations proved to be false, though not intentionally so. The court ruled and instructed the jury that such misrepresentations were not a defense to the action, and the defendants excepted.
J. P. Tuttle and R. M. Wallace, for plaintiff.
Sulloway & Topliff, for defendants.
There was no evidence tending to show that Marden had any authority except as one of several directors, who, as such, can act in behalf of the corporation only as a board. Their power is not joint and several, but joint only; and hence, in the absence of a special or general authority conferred upon a director by his associates, or unless the corporation itself has made him a general or special agent by its course of dealing in holding him out to the world as such, he cannot, by his individual action, bind or affect the rights of the corporation. Buttrick v. Railroad, 02 N. H. 413, 418, and authorities cited; First Nat. Bank v. Ocean Nat Bank, 60 N. Y. 278; Abb. Tr. Ev. 32, 43, 44. The instruction to the jury was correct. Exceptions overruled.
CLARK, J., did not sit. The others concurred.
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...Railroad, 45 N. H. 370, 381; Wait v. Association, 66 N. H. 581; 23 Atl. 77, 14 L. R. A. 356, 49 Am. St. Rep. 630; New Boston Fire Ins. Co. v. Upton, 67 N. H. 469, 36 Atl. 366), the exception presents no Exceptions overruled. All concurred. ...
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