The officers of a bank are held out to the public as having the general power to bind the bank according to the powers of the office as fixed by the general law and by the charter or the instrument that stands therefor,1 as well as by the by-laws of the bank when they are known to the person dealing with the bank.2 They are also represented by the bank to have the powers which are annexed to the particular office by the general usages and course of business applying to banks.3 This general scop of authority the bank may modify as it pleases by reducing the power of its corporate officers, unless forbidden to do so by the general law and the governing instruments of incorporation; and any one who has knowledge of the corporate agent's lack of authority in doing a particular act cannot rely upon that act as against the corporation.4

1 Reed v. Powell, 11 Rob. (La.) 98.

2 Mechanics' Bank v. Smith, 19 Johns. 115.

3 Lloyd v. West Branch Bank, 15 Pa 172; Miner v. Mechanics' Bank, 1 Pet. 46; Eastman v. Coos Bank, 1 N. H. 23; Neiffer v. Bank of Knoxville. 1 Head, 162; First Nat. Bank v. Kimberlands, 16 W. Va. 555. This is so even in quo warranto without a special restriction. State v. Comm. Bank, 5 Smedes & M. 218. 4 Savannah Bank v. Hartridge, 73 Ga. 223; Stallcup v. Nat. Bank of

Persons dealing with a corporation are presumed to know the powers given to its agents by the general law and by the governing instruments of incorporation, the special charter or the articles of agreement.5 They are presumed to know the powers which general custom and usage have given to a particular officer in the bank.6 Granted, however, that the person dealing with the bank has no notice of the lack of the agent's power, and that the person claimed to be acting for the corporation is really its agent, for of course the bank is not responsible for the act of a person who is not acting for it,7 he may rely upon the agent's act, if it is not contrary to law and is within the general scope of the agent's usual authority. If the agent is forbidden by law to do the act, the person dealing with the corporation can have a remedy only as pointed out in sections 32 and 27, ante, unless he can show a ratification or estoppel. If the act be merely beyond the corporate power, the remedy is to be sought according to the rules of section 33, ante, but modified by matters of acquiescence, delay or ratification by the corporation.8 It is needless to say that a general law which imposes a disability to act upon corporate officers renders the act unlawful and void.9 But in connection herewith it is to be noticed that statutes or charters which require all bills, bonds, notes and all other contracts or agreements of a bank to be signed by one officer and countersigned by another are held upon principles of business necessity not to apply to the acts usually performed by the cashier.10 The old theory was that the act of an officer in doing something forbidden by law would not make the bank responsible unless the corporation adopted or ratified the act;11 but this theory is wholly exploded as to torts committed in the corporation's business, and the doctrine of the Supreme Court of the United States is that an act prohibited by law, where it is relied upon as a contract, cannot be ratified by the corporation or made the basis of an estoppel.12

Republic, 15 N. Y. St. R. 39; Smith v. Lawson, 18 W. Va. 212.

5 This is the principle which governs the doctrine of ultra vires. See Sec. 33, supra.

6 Farmers' Bank v. Troy Bank, 1 Doug. 459.

7 Thacher v. State Bank, 5 Sandf. 121. On this ground the bank is not responsible for the act of a notary hired by it to protest a note, in making a malicious publication of the protest (May v. Jones, 88 Ga. 308), or for a cashier's slander. Et-ting v. Comm. Bank, 7 Rob. (La.) 459.

8 See Sec. Sec. 105, 106, 109, infra.

9 Atkinson v. Rock. Printing Co., 114 N. Y. 168, a decision which contains some very erroneous dicta on the ruling of trust funds.

10 Mechanics' Bank v. Bank of Columbia, 5 Wheat. 326; Northern Bank v. Johnson, 5 Cold. 88; Merchants' Bank v. Central Bank, 1 Ga.