First National Bank v. Joseph Fleming & Son Co.

Citations

• 226 Pa. 416
• 75 A. 718
• 1910 Pa. LEXIS 786

Syllabus

<p>Corporations — By-laws—Powers of officers — Checks.</p> <p>The proceeds of a note discounted by a bank were passed to the credit of a corporation engaged in a wholesale liquor business. The bylaws of the corporation provided that checks should be signed by the secretary or treasurer, and countersigned by the president or vice president. The president and secretary executed a power of attorney in the name of the company empowering a person described as a “manager” to sign checks on the company’s account. There was no resolution of the directors authorizing this act. It appeared that the so-called manager conducted a business of selling imported beer for his own account under the name of “Manager of Foreign Beer Department,” preceding the name of the corporation. He used the name of the corporation in his business, and the directors knew that he did so. The object of this arrangement was to conceal the fact that the so-called manager was violating the liquor laws by selling liquor without a license. Held, that the bank which had paid out moneys on the “manager’s” checks, had a right to assume that such person was conducting a department of the corporation’s business, and that in checking out money he was checking the money for the corporation.</p>