Sarmiento v. Davis Boat & Oar Co.

• Decision Date: 21 May 1895
• Citation: Sarmiento v. Davis Boat & Oar Co., 105 Mich. 300, 63 N.W. 205 (Mich. 1895)
• Parties: SARMIENTO ET AL. v. DAVIS BOAT & OAR CO. ET AL.
• Court: Michigan Supreme Court

63 N.W. 205

105 Mich. 300

SARMIENTO ET AL. v. DAVIS BOAT & OAR CO. ET AL.

Supreme Court of Michigan

May 21, 1895

Appeal from circuit court, Wayne county.

Action by Frank J. Sarmiento and another against the Davis Boat &amp Oar Company and another. From a judgment for plaintiffs plaintiffs and defendants appealed. Plaintiffs move for a dismissal of the appeal. Denied.

Alfred Russell and E. A. Gott, for the motion.

Edward K. Kane, opposed.

GRANT J.

This suit was brought under the water-craft law of this state. The vessel which had been attached was released upon the filing of a bond, signed "The Davis Boat & Oar Company, by Edgar A. Davis, President." Judgment went against the boat company and Mr. Davis, the surety on the bond. Both plaintiffs and defendants appealed to this court. The appeal bond was signed by the Davis Boat & Oar Company in the same manner as was the bond upon which the judgment is based. No objection was taken to the form of that bond; and the authority of Mr. Davis, its president, to execute it was not questioned. Complainants now move to dismiss the appeal in this case for the reason that the company has filed no such bond on appeal as is required by law, "there being no evidence in writing that the Davis Boat & Oar Co., a corporation, has authorized Edgar A. Davis to execute the bond filed, or affix a seal." The sole objection is that no corporate seal was attached to the bond. In reply to this motion, Mr. Davis has filed an affidavit, showing that his authority was so extensive as to authorize the signing of the bond. The usual scroll as a seal was affixed to the bond. Mr. Davis is shown to be the general manager and to have entire control of all the business of the corporation. He is therefore presumed to have authority to execute the bond. The only statute cited by counsel for the complainants upon which they rely to show the requirement of the use of the corporate seal is Act No. 162, Pub. Acts 1893 which reads as follows: "Any corporation, joint stock company or partnership association, limited, may have a common seal which it may alter at pleasure, and that such seal affixed to any instrument purporting to be executed by any such corporation, joint stock company or partnership association limited, foreign or domestic, shall be prima facie proof of the due adoption of said seal, and that it was affixed to said instrument by due authority, and that said instrument...