Bank of Pittsburgh v. Whitehead, Sproul & Co. , 10 Watts 397 ( 1840 )

The opinion of the court was delivered by

Gibson, C. J.

Where there is a spark of evidence, the question of fact must be submitted to the jury as the legitimate triers of it. In this instance the evidence would be ample to affect a natural person with notice of the dissolution; but the party to be affected is a corporation. Notice to an individual corporator, if he be not constituted by the charter or by-laws an organ of communication betwixt the corporation and those who deal with it, is not notice to it, because any presumption that he delivered what he had received to the body, would be rebutted by the fact that it was not his duty to do so. He might choose to leave that business with the person officially charged with it, and thus leave the corporation in possession of the rights and advantages which arose from imputed ignorance. But notice to the government, or head, is necessarily notice to the body; because it is to be approached by strangers only through- the medium of its government, or else some organ or branch of it, specially deputed to represent it; and the government, or its deputy, is consequently the channel through which it is to receive formal or official notice. Now the government of a bank resides in a select body,called president and directors; and no matter how the duties of its individual members may be parcelled out among themselves, it is still the president and directors in the aggregate with whom strangers have to do, and by whom all corporate acts are to be performed. Where indeed the charter, a by-law, or inveterate custom has authorized the executive officers of a bank to act for it, they may bind it by their reception of notice as well as by any other act within the scope of their power; but notice directly to the principal, is necessarily as effective as if it were given to the agent, in order that it might be delivered by him to the principal. Publication of dissolution in a newspaper, taken by the officers, and paid for by the bank, may not be constructive notice to a bank which had, as in this instance, previously dealt with the firm; but when the fact of dissolution, gleaned from that, or any other source, is stated before the board by a member of it, and made a subject of conversation during the very transaction, it is impossible to doubt that the bank is to be affected, because knowledge of the fact material to be known is a part of the res gestf There can not be a question, therefore, that knowledge imparted to the board, as was done here, by a director at a regular meeting, is notice to the bank. As to the absence of the exchange committee, whose function it was to act on the basis of the information, it is enough that it was the business of the board, and not of the party treating with it, to give its subordinate the necessary instruction. The power which appoints a committee is the proper one to direct it, and inform it of whatever is necessary to be known. The committee, in this instance, was the peculiar organ of the board; and even if it had been competent to receive a formal notice, still notice communicated to the principal must be deemed equally operative. There was, therefore, evidence of actual notice to be left to the jury.

Judgment affirmed.