Wait v. Nashua Armory Ass'n

The plaintiffs have no ground of complaint, for even if the by-laws were improperly admitted for the purpose of showing that the president had no power to make contracts in behalf of the corporation without the sanction of the directors, it does not afford sufficient cause for setting aside the verdict.

The evidence for the plaintiffs simply tended to show that they were employed by the president to prepare plans and specifications for the proposed armory, and that he assumed to act for the corporation, but there was no evidence that the corporation in any way authorized him to procure such plans and specifications, nor was there any evidence of such authority on his part from any source, unless it could be implied from his office. But no such authority is incident to the office. The directors, and not the president, have the powers of the corporation, and the president has no implied authority as such to act as the agent of the corporation, but, like other agents, he must derive his power from the board of directors or from the corporation. G. L., c. 148, s. 3; Morrill v. Railroad, 58 N.H. 68; Charlestown Boot Shoe Co. v. Dunsmore, 60 N.H. 85, 86; Goodspeed v. East Haddam Bank, 22 Conn. 530 — S.C., 58 Am. Dec. 439, 444; Mahone v. Railroad, 111 Mass. 72, 75; Walworth County Bank v. Farmers' L. T. Co.,14 Wis. 325; Titus v. Railroad, 37 N. J. Law 98, 102; Burrill v. Nahant Bank, 2 Met. 163 — S.C., 35 Am. Dec. 395; Mount Sterling, etc., Turnpike Co. v. Looney, 1 Met. Ky. 550 — S.C., 71 Am. Dec. 491; Pierce R. R. 32-34; Mor. Corp. (2d ed.) s. 537; Cook Stock Stockholders, s. 716. The by-law put in evidence was therefore but the statement of the general rule of law which obtains in such cases, and, if wrongly admitted, it is not susceptible of perception how the verdict could have been improperly influenced, or the plaintiffs in any manner prejudiced, by putting in evidence merely what the jury must have been instructed as matter of law if the evidence had been excluded.

Exception overruled.

CLARK, J., did not sit: the others concurred.