Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/198

 § 210.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. of trust. And evidently no estoppel can exist in his favor, be- cause he cannot have relied on representations, express or im- plied, known to him to be untrue. Thus, a corporation is not liable for money borrowed by its directors in its name, when the corporation has not received the consideration, and the lender knew that the money was to be applied to the individual purposes of the officers. 1 And since the officers of a corpora- tion have no power to execute its note to secure a debt bearing no relation to the corporate business, due from a third person to the payee of the note, neither the payee nor any other person with knowledge of the circumstances under which the note was insured, can recover on it against the corporation. 2 § 210. Just as agents of natural persons, the agents of a cor- poration in contracting or otherwise acting on its of corpo- behalf have incidental authority to make admissions Noticfto 3 ' or declarations, which within the scope of the agent's them. ordinary employment, or of the authority specially conferred on him for the matter in hand, will bind the corpora- tion or be evidence against it, according to the nature of the admission. 3 Likewise, notice to directors or other corporate ics' Bk. v. Batchers and Drovers' Bk., 16 N. Y. 125, 142. 1 Culver v. Reno Real Estate Co., 91 Pa. St. 367. 2 Hall v. Auburn Turnpike Co., 27 Cal. 255. See, also, Ehrgott v. Bridge Manufactory, 16 Kan. 486; Rahm v. Same, 16 Kan. 277. 8 Xenia Bank v. Stewart, 114 U. S. 224; Northrup v. Mississippi Valley Ins. Co., 47 Mo. 435; Western Boat- men's Benevolent Ass'n v. Kribben, 48 Mo. 37; Toll Bridge Co. v. Bets- worth, 30 Conn. 380; Morris and Essex R. R. Co. v. Green, 15 X. J. Eq. 469; Malecek v. Tower Grove, etc., Ry. Co., 57 Mo. 17; Hoag v. Lamont, 60 N. Y. 96; Webb a. Smith, 6 Col. 365; Merchants' Despatch Trans. Co. v. Leysor, 89 111. 43; Hunt- ington, etc., R. R. Co. v. Decker, 82 Pa. St. 119; Brush Elec. L. & P. Co. v. Montgomery, 114 Ala. 433. For 178 instance, declarations of a freight agent made in performance of his duty are evidence against a railroad company. Lane v. Boston & A. R. R. Co., 112 Mass. 455. Declarations of brakemen, engineers, conductors, etc., to be admissible against the cor- poration must be made at the time of the occurrence so as to constitute part of the res gestae. Vicksburg & M. R. R. Co. v. O'Brien, 119 U. S. 99; Michigan Central R. R. Co. v. Cole- m;m, 28 Mich. 440; Hannibal & St. Jo. R. R. Co. v. Martin, 11 111. App. 386; Dietrich v. Baltimore, etc., Ry. Co., 58 Md. 347; Michigan Central It. R. Co. v. Carrow, 73 111. 348; Pitts- burgh C. & St. L. R. R. Co. v. Theo- bald, 51 Ind. 246. Compare McLeod v. Ginther, 80 Ky. 399; O'Connors. Chicago, etc., Co., 27 Minn. 166. The acts of an agent within his pow- ers may estop a corporation as they