Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/197

 PART H.] ACTS WITHIN THE CORPORATE POWERS. [§ 209. of the corporate agent to certify to the existence of any fact, e. g., the circumstances on which his authority to act depends, and he does certify to its existence, his certification will bind the corporation as towards persons who have acted thereon in good faith ; and the corporation cannot plead the fraud of its own agent acting within the scope of his authority. 1 § 208. Further, the general proposition is submitted, that it is within the authority of a corporate agent to certify to the existence of any fact not unusual or extraordinary in itself, nor rendered improbable from special circumstances known to the person dealing with him, which is peculiarly within his knowl- edge and on which his authority to act in that particular case depends ; provided to act in such cases be within the ordinary scope of the agent's powers. As Judge Davis said, giving the opinion of the New York Court of Appeals in New York and New Haven R. R. Co. v. Schuyler, 2 " Where the principal has clothed his agent with power to do an act upon the existence of some extrinsic fact necessarily and peculiarly within the knowledge of the agent, and of the existence of which the act of executing the power is itself a representation, a third person dealing with such agent in entire good faith pursuant to the apparent power may rely on the representation, and the prin- cipal is estopped from denying its truth to his prejudice." And again, as stated by Judge Selden in Griswold v. Haven, 3 and approvingly cited by Judge Davis in the opinion last referred to : 4 " When the authority of an agent depends upon some fact outside the terms of his power, and which, from its nature, rests particularly within his knowledge, the principal is bound by the representation of the agent, although false, as to the exist- ence of such fact." 5 § 209. If, however, the person contracting with the corpo- rate agent has notice of any intended violation of Not bind- his duty on the part of the agent, or of the existence j."£ ^tion of circumstances negativing his authority to act, the when the corporation will not be bound ; for such a person, far knows its from acting in good faith, has been privy to a breach a Slty ' i Whiting i Wellington, 10 Fed. Rep. 810. 2 34 N. Y. 30, 73. Ace. Willis v. Fry, 13 Phila. 33. 12 177 3 25 N. Y. 595, 602. 4 34 N. Y. pp. 68 and 73. 5 See, also, Farmers and Mechan-