George v. Nevada Central Railroad

Citations

• 22 Nev. 228

Syllabus

<p>1 — Railroad Corporation — Powers op — Management op — Board op Directors — Gen. Stats., Seo. 843, Charter. — A corporation can exercise no power not granted to it by the legislature. The powers of management granted in this state are delegated to the board of directors and are embraced in Gen. Stats., sec. 843. That power, which is fairly implied, is as much granted as those which are expressed. The charter of a corporation is the measure of its powers, and the enumeration of powers in the charter is an exclusion of all other powers.</p> <p>2 — Corporation—Contracts with, Bound by the Limits op its Authority. — Every person who enters into a contract with a corporation is bound, at his peril, to take notice of the legal limits of the capacity of such corporation to contract.</p> <p>3 — Corporation, Aots op in Excess op Authority. — If an act of a corporation is in excess of its chartered purposes, such act is out- . side of the powers delegated to its agent.</p> <p>4 — Railroad Corporation I-Ias No Authority to Employ Persons to Report on Mines. — Respondent being authorized by the statute to “construct and maintain a railroad,” the employing of persons to make a report upon mines is outside of its purposes and objects, as well as outside the powers which it can delegate to its officers.</p> <p>5 — Employment, Contract op by Corporation. — When the president of a corporation directs its superintendent to make a contract of employment without authority from the corporation to do so, courts cannot presume that the president was authorized more than the superintendent to do so. [Bigelow, J., concurring.)</p> <p>6 — Finding, Absence oe, Presumption. — If a finding of a fact is necessary to support a judgment and there is no such finding, the appellate court is required to presume that the trial court had in fact found against the existence of such necessary fact. (Bigelow, J., concurring.)</p> <p>7 — Estoppel—Denial oe Agent’s Authority — Ratification.— Before the r