Hadden v. Linville

Citations

• 86 Md. 210
• 38 A. 900
• 1897 Md. LEXIS 147

Syllabus

<p>Corporations—Power of General Manager to Transfer Property of an Insolvent Corporation to Secure Antecedent Indebtedness— Foreign Receivers—Evidence—Attachments—Date of Affidavit.</p> <p>The President or General Manager of a corporation which is insolvent and is about to go into the hands of a receiver has no power as such and without express authority to transfer the assets of the corporation to a creditor thereof for the purpose of paying an antecedent debt, although a by-law of the company provides that he shall have entire charge of the business subject to the order of the board of directors.</p> <p>A President or managing agent of a corporation can bind the same only by such acts and contracts as are within the ordinary course of business; and his acts beyond the scope of his general duties are not binding unless they have been previously authorized or are subsequently ratified.</p> <p>When a party buys goods from the agent of a corporation, paying a consideration for the same, without notice that such agent exceeded his authority, the company is estopped from denying the authority of such agent to make the sale. But this rule does not apply when an agent transfers property as collateral security for an antecedent indebtedness, without being thereunto authorized.</p> <p>The authority of an officer of a corporation to do a particular act may be inferred from the fact that he has habitually assumed and exercised such power.</p> <p>Property situated in this State belonging to a foreign corporation is liable to attachment here at the suit of a creditor thereof, although a receiver has been appointed for such corporation in the State of its domicil.</p> <p>The N. Co., a Connecticut corporation, was indebted in a large amount to a bank there situated. The General Manager came to this State with an agent of the bank, and notified the defendant, an agent of the N. Co. here, who had in his possession a quantity of goods belonging to the corporation, that this propert