Budke v. Schalkenbach & Budke, Inc.
Budke v. Schalkenbach & Budke, Inc.
Opinion of the Court
The opinion of the court was delivered by
This is an appeal by the receiver of an insolvent corporation from an order of the court of chancery allowing the claim of Joseph Morgan as a secured creditor. The learned vice-chancellor who advised the making of this order found that the
Assuming the correctness of the vice-chancellor’s conclusion that the corporation received the benefit of the money borrowed by its president, the validity of the assignment of the specific security for the loan rested solely upon the general authority of the president to make such assignment, for admittedly he had no express authority so to do. The general authority of the president of a business corporation being sufficient to warrant him in collecting outstanding accounts and in selling such accounts at their face value is sufficient to warrant him in assigning such accounts in discharge of the obligations of the corporation. This was held by this court in the case of Cogan v. Conover Manufacturing Co., 69 N. J. Eq. 816.
In the same case it was also held that: “The fifth assignment is of money not yet earned. We^ find, no authoritjr in_tlrg_pxesident to make that assignment and the claim of the appellant thereunder' is not valid.” The ground of the distinction that is thus made is twofold' — first, that the general authority of the president is limited to the ordinary business of the corporation, and second, that a contract made by the corporation cannot be varied or interfered with by a single officer thereof under his general authority. The assignment of a contract generally carries with it the right of the assignee to perform such contract; whereas the ordinary business of a corporation is to perform its own contracts; similarly if the money to be earned by
"Upon the authority of the case cited the order of the court of chancery brought up by this appeal is reversed.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.