Sec 132

Mere informalities in the election and qualification of officers will not invalidate contracts made by such officers so as to defeat suits brought against subsequent receivers or liquidators.6 A de facto officer, no matter how irregular may have been his appointment, can pledge the credit of the corporation to third parties dealing with the corporation in good faith. It is the fault of the stockhold-ers if they permit agents to act for them without due authority or due preliminary check ; and if loss ensues from this, the loss should be borne by the party to whose negligence the loss is peculiarly imputable. The stockholders cannot set up as a defence to suits brought against them irregularities which their own vigilance would have prevented.7

Sec 133

The representations of the agents of a corporation, as to facts of administration distinctively within their knowledge, or as to the performance of formal preliminary conditions by the corporation, bind the corporation to parties with whom it may contract on the basis of such representations.8 Hence the cashier of a bank binds the bank as to bona fide third parties by certifying that a check is good, even though the certificate is untrue, and is in violation of his private instructions from the bank.1 A cashier may give a certificate of deposit which binds, though untrue.2 But a representation by an agent of a corporation, such representation being not only without authority, but not within the range of his duties, does not bind his principal.3 The rule above stated' applies generally to fraudulent representations by agents.4

Liable for de facto officers.

Representations of agents bind corporation.

1 Wh. on. Neg. sec 250, 271, 798 et sea.

2 Wh. on Neg. sec 250, 959.

3 Wh. on Neg. sec 260, 959 a. 4 Wh. on Neg. sec 181, 193.

5 Water Co. v. Ware, 16 Wall. 566. 6 Infra, sec 140-1.

7 Mahony v. Mining Co., L. R. 7 H. L. 869 ; Brady's'case, 1 De Gex, J., & S. 488 ; Sampson v . Bowdoinham, 36 Me. 78.

8 Infra, sec 269; Wh. on Agency, sec 679 ; Wh. on Ev. sec 1170; Nat. Ex. Co. v. Drew, 2 Macq. 103; Mackay v.

Sec 134

It must appear, however, from the document itself, that it was meant to bind the corporation. Thus a deed by the treasurer of a corporation, acknowledged to be his "free act and deed," and executed under his "hand and seal," has been held to be his deed, and not that of the corporation.5 And a statement of official position is mere surplusage, if the party signing the deed speaks in his own name.6 On the other hand, where the party signing the document obviously means to do so in his capacity as agent, mere formal variances will be disregarded, and the corporation will be held bound.7 Parol evidence also will be admitted to show that the name signed, though not technically that of the corporation, was adopted by the corporation as its own.8-When a seal is required, it must be Document must be duly executed to bind.

Com. Bk., L. R. 5 P. C. 394; Commissioners v. Aspinwall, 21 How. 539; Merchant's Bk. v. State Bank, 10 Wall. 604; Coloma v. Eaves, 92 U. S. 484; Orleans v. Platt, 99 U. S. 676 ; Fogg v. Griffin, 2 Allen, 1 ; Fairfield v. Thorp, 13 Conn. 173 ; Toll Bridge Co. v. Betsworth, 30 Conn. 380; Bank of Monroe v. Field, 2 Hill, N. Y. 445 ; Spalding v. Bank, 9 Barr, 28; Stewart v. Huntington Bk., 11 S. & R. 267; Carey v. Giles, 10 Ga. 9; Payne v. Bank, 6 Sm. & M. 24.

1 Merchant's Bk. v. State Bank, 10 Wall. 604; Farmer's and Mech's Bk. v. Butcher's Bk., 16 N. Y. 727.

2 Barnes v. Bank, 19 N. Y. 152; Cooke v. Bank, 52 N. Y. 69.

3 Franklin Bank v. Steward, 37 Me. 519.

4 Infra, sec 269.

5 Brinley v. Mann, 2 Cush. 337. See to same effect, Paice v. Walker, L. R. 5 Ex. 173 ; Norton v. Herron, 1 C. & P. 648; Freese v. Crary, 29 Ind. 524; , Sencerbox v. McGrade, 6 Minn. 484. See fully, infra, sec 810 a.

6 Dutton v. Marsh, L. R. 6 Q. B. 361; Collins v. Ins. Co., 17 Oh. St. 215. Infra, sec 810 a, etc.

7 Despatch Line of Packets v. Bellamy Co., 12 N. H. 205 ; Melledge v. Iron Co., 5 Cush. 173; Pease v. Pease, 35 Conn.131.

8 Melledge v. Iron Co., 5 Cush. 173. In Minot v. Curtis, 7 Mass. 444, the the formal seal of the corporation that is used.1-As is elsewhere shown, corporate action, when on its face adequate and conformable to the charter, will be presumed to' have been regular.2.