Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/189

 PART II.] ACTS WITHIN THE CORPORATE POWERS. [§ 199. by-law will not affect the rights of an outsider acting in good faith. 1 § 198. The next cl ass of resj^ctions_ on the authority- j*Lcor- porate agents which are effectual in protectin g the corporation from the cons equen c es of an agent's ex- ceeding his authority, are_t hose wh ich are brought, to the actual kuowledgeofjheparty dealing with t he corporate agent befo re the act is done wherein it is alleged that the agent ex c eeded his authority. An exp ress limitation on the authoritv ^of_a_coi'po- mte^a^iijt^ojjght^othe actual not ice of any person de aling w ith him w ill, in respect of the matter to which the limitation refers, protect the corporation fro m an y liability arising ex con- tractu fro m its agent's unaut horjzeiLacts^- The efficacy for the protection of the corporation of this class of limitations depends on the actual knowledge of the person contracting with the corporate agent ; 3 and the burden is on the corporation to prove knowledge on the part of such person, unless the circumstances are such that his knowledge may reasonably be presumed. 4 Any special or private instructions to the corporate agent, un- communicated to the person dealing with him, will not affect the rights of such person against the corporation. 5 § 199. It may be added here, that when reasonable regula- tions have been competently made by the proper corporate authority with special reference to the dealings of outsiders faith the corporation through its agents, all persons having knowledge of the regulations will be bound by them in con- tracting and dealing with the corporation. Thus where, in making a deposit in a savings bank, the depositor receives a pass-book containing a printed rule that no depositor shall be paid without producing the pass-book, and that payments made 1 Phillips v. Campbell, 43 X. Y. 271 ; Emery v. Boston Marine Ins. Co., 138 Mass. 398; Donovan v. Hal- sey Fire Engine Co., 58 Mich. 38; Gray v. Nat. Benefit Ass'n, 111 Ind. 531; compare Knight v. Lang, 4 E. D. Smith (N. Y.), 381; Jackson v. Campbell, 3 Wend. 572 ; Martin v. Niagara Paper Co., 122 N. Y. 105; Underbill v. Santa Barbara Land Co., 93 Cal. 300; Produce Excbange Co. v. Bieberbach, 176 Mass. 577. 2 Marvin v. Universal Life Ins. Co., 85 N. Y. 278. 3 Insurance Co. o. McCain, 96 U. S. 84. 4 See § 193, and compare §§ 358, 359. 5 Insurance Co. v. McCain, supra; Fay v. Noble, 12 Cusb. 1 : Brown v. Insurance Co., 165 Mass. 565. 169