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Free Books / Society / Law / Contracts and Agency | Popular Law / | ![]() |
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Promise To Answer For The Debt, Default Or Miscarriage Of Another. Continued |
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This section is from the book "Popular Law Library Vol3 Contracts Agency", by Albert H. Putney. Also see: Popular Law-Dictionary.
Board of Com'rs of GibsDti Co. vs. Cincinnati Steam Heating Co., supra; Keesling vs. Frazier, 119 Ind., 185; 21 N. E., 552; Shaffer vs. Ryan, 84 Ind., 140; King vs. Summitt, supra.
"Appellant's second contention, that the contract between appellee and himself was ultra vires and void, as shown by the complaint, cannot in our judgment, be maintained. In plain, appellant insists that, though he made the contract pleaded, and the appellee was induced to invest its money on the fraudulent representations and promises made by him and the contract inured to his sole benefit and he received from appellee nearly $3,000 of its money, he is entitled to avoid the performance of the contract on his part, on the ground that the appellee had no authority to make the contract. This would be a most monstrous and inequitable doctrine, and one which the courts will not lend their aid to uphold. The law delights in equity, and courts seek to apply both the broad and wholesome rules of equity as well as the less exacting rigors of the law. A national bank is not authorized to loan its money upon mortgage security; yet, if its cashier or other officers make such a loan, the bank may compel the borrower to pay the debt thus created. Notwithstanding the loan thus made was in direct violation of a statute, yet a debt would be created and could be enforced. Bank vs. Matthews, 98 U. S., 621. Here appellant has had the benefit of his contract with appellee. The contract was fully performed. He received from appellee a large sum of money on the contract, and now he cannot be heard to say that such a contract, and its performance were not within the legitimate powers of the corporation, or that they were not authorized or acquiesced in by appellee corporation. 2 Beach Pri. Cor., p. 702, par. 424; Sedg. St. & Const. Law, 73; Whitney Arms Co. vs. Barlow, 63 N. Y., 70; Ex parte Chippendale, 4, De. Gex. M. A. G. 19; In re National Permanent Bldg. Soc. 5, Ch. App. 309; In re Cork & Y. Ry. Co., 4 Ch., App. 748; Fishmongers Co. vs. Robertson, 5 Man., & G. 131; De Groff vs. Thread Co., 21 N. Y., 124; Bank vs. Whitney, 103 U. S., 99; Match Co. vs. Roeber, 106 N. Y., 473; 13 N. E. 419; Navigation Co. vs. Weed, 17 Barb., 378; Leavitt vs. Pell, 27 Barb., 322; Oil Co. vs. Scofield, 16 App. N. C, 372; Oil Creek & A. R. R. Co. vs. Pennsylvania Transp. Co., 83 Pa. St. 160; Ehrman vs. Insurance Co., 35 Ohio St., 324; Railway Co. vs. Derkes, 103 Ind., 529, 3 N. E., 239; State Board of Agriculture vs. Citizens' St. Ry. Co., 47 Ind., 407; Sturgeon vs. Board, 65 Ind., 302; Poock vs. Association, 71 Ind., 357. Another rule which antagonizes appellant's contention is that one who deals with a corporation is presumed to know the powers and limitations of its authority, and hence is estopped to plead its want of authority. 2 Beach, Priv. Corp., P. 703, Sec. 424; Pearce vs. Railroad Co., 21 How., 441; Alexander vs. Cauldwell, 83 N. Y., 480; Davis vs. Railroad Co., 131 Mass., 258; Downing vs. Road Co., 40 N. H., 230. In Kelly vs. Association, 64 Ala., 503, it was said: 'The loan to appellate may have been in conformity to, or it may have been in contravention of, the by-laws of the association, but it was not ultra vires. The by-laws of a corporation are not enforced by avoiding contracts made in violation of them.' The case of Poock vs. Association, supra, is directly inpoint here. In that case, Wood, J., speaking for the court, said: 'If it were conceded, as counsel claim, that appellee exceeded its authority in making the loan and taking the note in suit, it does not follow that the note should not and cannot be enforced against the makers. Appellants (sureties on the notes) were under no incapacity to borrow and give their note for the amount of the loan, and their unwillingness to pay, according to their promise, cannot be justified under a plea that the lender had no right to give the credit. The law may have its reproaches, but this is not one of them.' Citing State Board of Agriculture vs. Citizens' St. Ry. Co., supra; Bank vs. Matthews, supra. Here appellant was under no legal disability or incapacitated from entering into the contract he made with appellee, and hence, under the authorities, he cannot avoid liability on the pretense that appellee had no right or authority to enter into the contract with him. The demurrers to the several paragraphs of the complaint were properly overruled."
 
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