Western Bank of Missouri v. Gilstrap

• Decision Date: 28 February 1870
• Parties: WESTERN BANK OF MISSOURI, Respondent, v. ABNER L. GILSTRAP, Appellant.
• Court: Missouri Supreme Court

45 Mo. 419

WESTERN BANK OF MISSOURI, Respondent,

v.ABNER L. GILSTRAP, Appellant.

Supreme Court of Missouri.

February Term, 1870.

Appeal from Fourth District Court.

Eskridge, Ruby & Vories, for respondent.

Eberman, Gilstrap & Williams, for appellant.

BLISS, Judge, delivered the opinion of the court.

The plaintiff brought suit to recover a balance due upon a stock note, and the defendant offset professional services in giving counsel upon amending a legislative act, under which the plaintiff's branch at Bloomington went into liquidation. Under the instruction to the jury, the offset was not allowed, and defendant appeals. The evidence shows that the president of the branch was out of the country; that there was no acting officer except the cashier; that the cashier employed defendant to perform the services. It also shows that the corporation met and availed themselves of the provisions of the act, though it nowhere appears that the matter of the employment of defendant was ever considered either by directors or stockholders. Upon the trial the court gave the following instruction: “That the law under which the plaintiff, as a corporation, had its existence, conferred upon Mr. Shortridge, whether as cashier or president, no authority to contract with defendant, Gilstrap, as alleged in his answer; and as a contract of that kind is wholly without the usual and ordinary duties devolving upon persons as cashier or president of a bank, incorporated such as plaintiff, unless defendants show some express authority given to Mr. Shortridge to make said contract, defendants can not recover, unless Mr. Shortridge's act became the act of plaintiff by some express ratification of the board of directors or stockholders.” The record shows that, upon being requested to modify the term “express,” in the instruction, so as to allow the jury to infer a ratification from the acts of the corporation, the judge said orally, in the presence of the jury, that “the authority must be by resolution of the board of directors or of the stockholders, to bind the plaintiff.” This comment was irregular, but as it adds nothing to the terms of the instruction, the defendants were not injured by it. I do not find in the act of 1857, to regulate banks, etc. (Sess. Acts 1856-7, p. 14), under which this corporation was organized, any special provisions in regard to the duties of its directors or officers, and it must be governed by the general law.

“Corporations, like natural persons, are bound only by the acts and contracts of their agents, done and made within the scope of their authority.” (Ang. & Ames on Corp., 8th ed., § 299, and see case cited in the notes.) No exhibit has been made of the by-laws of the plaintiff, and we are unadvised as to whether any special authority was given or withheld from the directors or officers. The evidence shows that a draft of an act necessary to wind up the concerns of the...