Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/234

 250.] THE LAW OP PKIVATE CORPORATIONS. [CHAP. VII. Non-obser- vance of prescribed formalities § 249. Moreover, not only by the express contracts of its agents may a corporation be bound. When, had the contracts agent been acting for ;i natural principal his acts would have raised implied promises on the part of the latter, or would have affected him with implied obligations, similar implied promises and obligations will be held to arise on the part of the corporation. 1 Thus, if labor is performed for a corporation at the request of its general agent, the corpo- ration may be held to pay for it on a quantum meruit? § 250. When a provision in the constitution of a corporation prescribes either the manner of doing an act or cer- tain formalities as prerequisite, careful distinctions must be drawn ; for the legal effect of omitting the formalities, or of doing the act in a manner other than that indicated, will depend on whether the provision was imperative or only directory ; whether it provided a manner in which the act must be done, or only indicated a manner in which it might be done; 3 whether the formalities prescribed were conditions precedent to the validity of the act or not. 4 A corporation owes to sureties on the bonds of its officers good faith, but not diligence. Sparks v. Farm- ers 1 Bank, 3 Del. Cb. 274; Wilming- ton, etc., K. K. Co. v. Ling, 18 S. C. 116; Batcbelor ». Planters' Nat. Bk., 78 Ky. 435; Mutual Loan, etc., Ass'n v. Price, 16 Fla. 204; Bennett v. S. A. R. E. B. & L. Ass'n, 57 Tex. 72; Cbew v. Ellingwood, 86 Mo. 260. For tbe liability of sureties on the bonds of corporate officers, see American Surety Co. v. Pauly, No. 1, 170 U. S. 133; id. No. 2, idem, 160; Barry v. Screwmen's Association, 67 Tex. 250. 2 Goodwin v. Union Screw Co., 34 N. H. 378. Similarly in selling ma- terials a corporation may be held on implied warranties, like an individ- ual. See Kellogg Bridge Co. v. Ham- ilton, 110 U. S. 108. 3 It needs no authority to estab- lish, that if a general statute prescribe tbe mode or modes in which corpora- powers." New England Fire Ins. Co. v. Robinson, 25 Ind. 536, 541. 1 See Bank of Columbia v. Patter- son, supra ; Hayden v. Middlesex Turnpike Co., 10 Mass. 397; Gowen Marble Co. v. Tarrant, 73 111. 608; Foulke v. San Diego, etc., R. R. Co., 51 Cal. 365; Pixley v. Western Pa- cific R. R. Co., 33 Cal. 183: Tyler v. Trustees, 14 Greg. 485. When a per- son is induced to become surety by the representations of the secretary of a building association, the associa- tion cannot allege want of authority in its agent to bind it by his repre- sentations, and at the same time take the benelit of the contract made by him. Jones v. Nat. BTd'g Ass'n, 94 Pa. St. 215. Compare Gass v. Citi- zens' Building Ass'n, 95 Pa. St. 101. To render a surety liable no formal evidence of the acceptance of the bond is necessary. Bostwick v. Van Voorhis, 91 N. Y. 353. 4 See Bank of U. S. e. Dandridge, 12 Wheat. 64. 214