Bird v. Daggett

1. We are all of opinion that the corporation was duly organized. The only objection insisted upon was that the purposes of the association were not “ distinctly and definitely specified.” But the enumeration of them, although very extensive, appears to be distinct and definite, and we are aware of no legal objection to the manufacture by a single corporation of the greatest variety of articles.

*4972. The only remaining claim not waived at the argument is that upon the counts in tort inserted in the declaration the defendant is liable, for having knowingly given the notes without authority. The plaintiff himself testified that he did not know that the notes were accommodation notes until after they matured, and he took them for value before they were due. This was his own claim, and although the defendant controverted it and offered evidence to the contrary, yet the ruling of the court excepted to by the plaintiff appears to have been made upon the strength of his case as presented by his own testimony and on the view of the facts which he himself maintained to be true.

In the same aspect we are bound, in justice to the court below, to examine and test its correctness.

The plaintiff, as a bond fide holder for value of notes taken before maturity, can recover against the corporation, notwithstanding any want of authority of the agent to execute these particular notes for the purposes for which they were given. For the defendant was expressly authorized “ to sign all notes and business paper of the company.” The plaintiff, therefore, in valid notes against the corporation, has all that he expected to obtain and all that the defendant undertook to give. What injury then has he sustained? The notes cannot be at once binding upon the corporation and the agent. The representation of the agent’s authority to give them for the company, whether made expressly or merely implied from the mode of signature, was consequently immaterial. The tort of an agent, who has falsely assumed authority which he did not have, “ is a proper subject for special action, in which damages will be recovered according to the injury sustained.” Ballou v. Talbot, 16 Mass. 461. The measure of damages is not necessarily the precise amount of the notes. Where, as in the present case, the plaintiff has suffered nothing, he can recover nothing. For these reasons, in the opinion of the court, the exceptions must be overruled.