Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/187

 PART II.] ACTS WITHIN THE CORPORATE POWERS. [§ 196. with a domestic corporation is also charged with knowledge of the general law regulating corporations, statutory as well as unwritten. 1 Further, where a certain class of corporations, for instance banks, have established, recognized, and well-known usages, all persons dealing with their agents will be affected with notice of these usages, and the contracts of such corpora- tions will be construed with reference to them. 2 § 196. In regard to by-laws, it is impossible to state any rule of universal or even general applicability ; for whether a person dealing with a corporation is affected with j^faws. 1 notice of its by-laws depends greatly on the position they fill in the scheme of organization and incorporation of the company prescribed by its enabling act. It has perhaps been held that all persons dealing with corporate agents are charged with notice of the limitations on their authority contained in the by-laws. 3 But this proposition, thus broadly stated, is not generally accepted as law. Indeed, the weight of authority is The English law is similar in this respect. In re County Life Assurance Co., L. R. 5 Ch. 288, 293; Royal British Bank v. Turquand, 6 El. & Bl. 327 ; Ernest v. Nicholls, 6 H. L. C. 401, 419 ; Fountains v. Carmar- then Ry. Co., L. R. 5 Eq. 316, 322. 1 A party dealing with the agents of a foreign corporation must take notice of every limitation in its charter ; but is not affected with notice of statutes of a general nature enacted by the foreign state, though they tend to abridge the corporate powers. Hoyt v. Thompson's Exr. 19 N. Y. 207 ; see Bank of Chillicothe v. Doge, 8 Barb. 233. But see City Fire Ins. Co. v. Carrugi, 41 Ga. 660. A person dealing with the direct- ors of a foreign (English) corpora- tion is affected with notice of the limitations on their authority con- tained in the articles of association. Davis v. Flagstaff Silver Mining Co., 2 Utah, 74 ; compare Flagstaff Silver Mining Co. v. Patrick, ib. 304. 2 Renner v. Bank of Columbia, 9 Wheat. 581 ; Lincoln, etc., Bank v. Page, 9 Mass. 155 ; Smith v. Whiting, 12 Mass. 6. See Blanchard v. Hilliard, 11 Mass. 85 ; Weld v. Gorham, 10 Mass. 366; Jones v. Fales, 4 Mass. 245 ; Whitwell v. Johnson, 17 Mass. 452 ; City Bank v. Cutter, 3 Pick. 414; Haddock v. Citizens' Nat. Bank, 53 Iowa, 542. Compare Jackson Ins. Co. v. Cross, 9 Heisk. (Tenn.) 283. 3 Adriance v. Roome, 52 Bai'b. 399, 411; Dabney v. Stevens, 2 Sweeny (N. Y.), 415; De Bost v. Albeit Palmer Co., 1 How. Pr. N. S. (N. Y.) 501; Bocock v. Coal Co., 82 Va. 913. See, Fowler v. Gt. So. T. & T. Co., 104 La. 751. In these cases, how- ever, the decision seems to have turned rather on the fact that the act in question was beyond the scope of the authority of the officers doing it, coupled with the absence of cir- cumstances from which authority might reasonably have been inferred. Compare Wayne Title Co. v. Ry. Co., 191 Pa. St. 90; Worthiugton v. Ry. Co., 195 Pa. St. 211. 167