Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/232

 CZorf3or<*~t<2, T^rWjrfJ^J^&s. § 248.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. Validity of the acts of corporate agents as dependent on formali- ties. § 247. Having considered the powers of corporate agents and the legal effect, between the corporation and persons with whom they transact business, of their acts as depending on their actual power, and on such power as the corporation is estopped to deny that they pos- sess, it is now necessary to consider the legal effect of acts done on behalf of a corporation as depending on the manner in which these acts are done, and on the observance of formalities required or directed to be observed in doing them. 1 The old common law notion that a corporation can act only by deed under its corporate seal has long since dropped from the law ; 2 and to-day a corporation need use its seal only when it would be essential for an individual to use one. 3 Accordingly, the use of the corpo- §248. Use of cor- porate seal pression of his opinion (e. y., as to whether the check had been raised). But when a certified check is sent to the bank for information, the case is different, as by turning to his book the teller may ascertain whether on the day when the check is dated he certified a check for the drawer, for the face of the check shown him. If the teller had done this in the Clews case, he would not only have found that he had certified no such check, but would also have seen an entry made of a letter received by the bank notifying it not to pay the check which on that day it had cer- tified for the drawer, which was the check afterwards raised. The court relied on the point that the bank owed no duty to Clews & Co. in the matter. But, admitting that the bank was under no duty to Clews & Co. to give them any information at all, it still seems to the writer that, since it did give them information, it owed them the duty to take reason- able care that the information was correct. The teller ought to have looked in his book. In the above case, on subsequent 212 appeals, the plaintiff finally recov- ered. Hence the proposition in the the last sentence of § 245 of the text is to be taken very narrowly; and the grounds of the decision — that the bank owed no duty to the plain- tiffs — are hardly to be considered law. See Clews v. Bank of New York, 114 N. Y. 70; S. C, 105 N. Y. 398. 1 The manner in which the body corporate should act is discussed, § 184. 2 See Bank of Columbia v. Patter- son, 7 Cranch, 299; Bank of U. S. v. Dandridge, 12 Wheat. 04; Savings Bank v. Davis, 8 Conn. 191; Flaherty v. Atlantic Lumber Co., 58 N. J. Eq. 407; Dist. of Columbia v. Camden In m Works, 181 U. S. 453. Cf. Pullis r. Pullis, 157 Mo. 505. 3 Crawford v. Longstreet, 43 N. J. L. 325; Allen v. City of Portland, 35 Or. 420. But see Williams Co. v. U. S. Baking Co., 80 Md. 475. Com- pare Amer. Sav. L. Assn. v. Smith, 122 Ala. 502. A scroll instead of the corporate seal on a mortgage was held to be sufficient iu Thayer v. Nehalem Mill Co., 31 Or. 437.