Leonard, J.
The judgment should be affirmed. 1st. The power of attorney does not authorize the making of notes. There is no general power given to the agent, except in respect to the matters previously specified.
2d. The judge was correct in refusing to allow the plaintiffs to prove that the agent was in the habit of giving notes for the company. The plaintiffs should have accompanied it with an offer to prove that the company had some knowledge that the agent was in the practice of giving notes in the name of the company—otherwise the proof offered was immaterial.
The fact that Chute was a director gave him no authority, except when acting as a member of the board, unless there was some by-law conferring power on him.
Clerks, J. The case of the British Bank v. Turquand, (6 Ellis & Blackburn, 327; 88 Eng. Com. L. R. 325,) referred *580to in the opinion of Judge Sutherland, is totally different from the case "before us. In that case, the deed of settlement, organizing the company of which the defendant was the manager, allowed the directors to borrow on bond such sum or sums of money as should from time to time, by a resolution passed at a general meeting of the company, be authorized to be borrowed. The directors accordingly borrowed on bond the amount for which the representative of the company was sued; but the plea set up that there had been no general resolution of the company authorizing the making of the bond. On demurrer, the court held that the dealings with such companies are not like dealings with other partnerships, and that the parties dealing with them are bound to read the statute and the deed of settlement. Exit they are not bound to do more. The lender, on reading the deed of settlement, would find not a prohibition from borrowing, but a permission to do so, on certain conditions. Finding that the authority might be made complete by a resolution, he would have a light to infer the fact of a resolution authoxizing that which on the face of the docximent appeared to be legitimately done. In the case under" consideration, the charter of the St. Anthony "Water Falls Company does not allow any agent who may act for them to make notes, binding the company, for any purpose which he may deem proper, whether it is or is not within the specific powers confided to him. The question here is as to the extent of the power given to the agent; if we do not find that this xxnlimited power of signing notes is specified, the general words at the conclusion of the instrument, constituting him agent, cannot have that effect.
I agree with Judge Leonard, in thinking that the judgment should be affirmed with costs.