Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/145

 PART I.] CONSTRUCTION OF CORPORATE POWERS. [§ 161. Where this cannot be done, parol evidence may be introduced under proper averments in the pleadings. 160.~The powers more - especially incident or usual with"«^ certain important classes of corporations may now be spoken of. /q^v, § 161. To banking corporations 2 the powers to loan money (***~ and take security therefor, 3 to deal in exchange, pur- ~Q^ chase, discount 4 and collect 5 notes and bills, and to banking receive deposits are incidental. 6 An ordinary bank tfons > . ra " has incidentally the power as gratuitous bailee to re- ceive a special deposit for safe-keeping ; and, as the enumera- tion of banking powers in the National Banking Act is not an enumeration of incidental powers, and places no special restric- tion on national banks in this respect, a national bank may receive a special deposit, and will be liable for its loss occurring through gross negligence attributable to the bank. 7 It has deed. Northwestern Distilling Co. v. Brant, 69 111. 658. 1 Medway Cotton M'f'g Co. v. Adams, 10 Mass. 360; Melledge v. Boston Iron Co., 5 Cash. 158; Berks, etc.', Turnpike Co. v. Myers, 6 S. & R. 12; Milford, etc., Turnpike Co. v. Brush, 10 Ohio, 111. 2 The right of banking is a common law right ; but in New York, since the restraining act of 1804, it has be- come a franchise exercisable only by persons authorized by the legisla- ture. People v. Utica Ins. Co., 15 Johns. 358. 8 A national bank may loan on ne- gotiable notes secured by collateral. Shoemaker v. National Mechanics' Bank, 1 Hughes, 101. It may take a chattel mortgage to secure a pre- viously contracted debt. Spafford v. First Nat Bank, 37 Iowa, 181. It may receive stocks and bonds as collateral to secure present as well as future indebtedness ; and will be liable when such collateral is stolen through its lack of reasonable care; even where the collateral remains in its custody after the debt is dis- charged. Third Nat. Bk. v. Boyd, 44 Md. 47. As to the liability of a bank on the certifications and accom- modation indorsements of its offi- cers, see §§ 242-245. A bank has im- plied power to borrow money. Don- nell o. Lewis C'y S. Bk., 80 Mo. 165. Cf. West. Nat. Bk. v. Armstrong, 152 U. S. 346; Aldrich v. Chemical Nat.'l Bank, 176 U. S. 618. 4 Smith v. Exchange Bank, 26 Ohio St. 141; Atlantic State Bank v. Savery, 18 Hun, 36. 5 As to the liability of banks in making collections for the misfeas- ance of notaries and correspondent banks, see Exchange Nat. Bk. v. Third Nat. Bk., 112 U. S. 276 ; Davy v. Jones, 42 N. J. L. 28; Ayrault v. Pacific Bank, 47 N. Y. 570; Bank of New Hanover v. Kenan, 76 N. C. 340; Angell and Ames on Corp., §§ 249 et seq.; Morse on Banking, third ed., ch. 6. 6 In regard to the relations between a bank and its depositors, see §§ 672, 673. 7 National Bank v. Graham, 100 U. S. 699; Wylie U.Northampton Bank, 119 U. S. 361; Pattison v. Syracuse Nat. Bank, 80 N. Y. 82. See Preston 125