Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/200

 § 210.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. its behalf, are not evidence against it ; 1 nor is a corporation affected with notice to a corporate agent or with his knowledge acquired under such circumstances. 2 According^, when an officer of a corporation sells it his own property, he does not represent the corporation in the transaction so as to affect it with knowledge which he possesses, but does not communicate, of tacts derogatory to his title to the property. 3 And the fact that the cashier of a bank was a director in another corporation, which was the payee and indorser of a note, will not affect the bank with notice of equities subsisting between the maker and urer of a manufacturing company lias no authority virtute officii to bind it by written admissions as to the amount due on a disputed claim for salary of the superintendent. Kalamazoo Novelty Mfg. Co. ». Mc- Alister, 3o Mich. 327; see Henry v. Northern Bk., 63 Ala. 527. Nor to confess judgment on behalf of his corporation. Stevens v. Carp River Iron Co., 57 Mich. 417. Nor to ex- ecute a promissory note. Cracker Co.'s Estate, 161 Pa. St. 157. Contra, Merc's Bk. v. Gas L. Co., 159 Mass. 505. 1 Gilmorev. Mittineague Paper Co., 169 Mass. 471. Declarations or state- ments of individual directors, made when the board is not in session, and not accompanying any official act, are not competent evidence against the corporation. Peck v. Detroit Novelty Works, 29 Mich. 313. Cf. Richardson v. Watson, 51 La. An. 1390; Knoblock v. Germ. Sav. B'k, 50 S. C. 259. 2 Bank of United States v. Davis, 2 Hill (N. Y.), 451; Casco Nat. Bk. r. Clark, 139 N. Y. 307; Corcoran v. Snow Cattle Co., 151 Mass. 74 ; Johns- ton v. Shortridge, 93 Mo. 227; Com- mercial Bk. v. Burgwin, 110 N. C. 267; Piatt v. Birmingham Axle Co., 41 Conn. 255; Savannah Bank v. Hartridge, 73 Ga. 22:); Fairfield Sav- ings Bank i Chase, 72 Me. 226; 180 Shaw v. Clark, 49 Mich. 384; Farrel Foundry v. Dart, 26 Conn. 376; Mer- cier v. Canonge, 8 La. Ann. 37; Uni ted States Ins. Co. v. Shriver, 3 Md Ch. 381; Wells v. American Exp, Co., 44 Wis. 342; Winchestei v. Balti more & S. It. R. Co., 4 Md. 231; Gun ster v. Scranton Co., 181 Pa. St. 327 Compare Hoffman Coal Co. v. Cum berland C. Co., 16 Md. 456; Smith v South Royalton Bk., 32 Vt. 341; Ter rell v. Branch Bank, 12 Ala. 502 Whelan v. McCreary, 64 Ala. 319 First Nat. B'k v. Briggs Ass., 71 Vt 594; Express Co. v. Walker, 9 N Mex. 456. 3 Barnes v. Trenton Gas Light Co., 27 N. J. Eq. 33; Peckham v. Hendren, 76 Ind. 47; Wickersham v. Chicago Zinc Co., 18 Kan. 481; Davis Im- proved Wrought Iron Wagon Wheel Co. v. Davis, etc., Co., 22 Blatchf. 221; Merchants' Nat. Bk. v. Lovitt, 114 Mo. 519; Koehler v. Dodge, 31 Neb. 328; Eng. Am. L. & T. Co. v. Hiers, 112 Ga. 823. Compare Tar- box v. Gorman, 31 Minn. 60; Mihill's Mfg. Co. v. Camp. 49 Wis. 130; Seav- erns v. Presbyterian Hospital, 173 111. 414. But when an agent is prac- tically the corporation, and does business in its name or his own as suits him, his knowledge in regard to a conveyance by him of property to it is imputable to the corporation. Anderson v. Kinley, 90 Iowa, 554.