Jeanerette Rice & Milling Co. v. Durocher

Citations

• 123 La. 160
• 48 So. 780
• 1909 La. LEXIS 688

Syllabus

<p>1. Corporations (§ 298*) — Board op Directors — Meetings—Necessity.</p> <p>Where a suit was brought in the name of a corporation through its president, alleged to have been duly authorized in the premises, and the defendant excepted that the president had never been authorized by the board of directors to file the suit, and on the trial it was shown that the president had no authority beyond the verbal assent of a majority of the individual directors given separately, held, that such an assent cannot be recognized as having the force and effect of a resolution adopted by the board of directors.</p> <p>[Ed. Note. — For other cases, see Corporations, Cent. Dig. § 1292; Dec. Dig. § 298.*]</p> <p>2. Corporations (§ 399*) — President—Power — Implied Delegation.</p> <p>The president of a corporation has not by virtue of his office any power to bind the corporation or control its property. His powers as an agent must be delegated directly in the organic law of the corporation, or through the board of directors. An implied delegation of authority to the president from the board of directors may result in some cases from a habit or custom of doing business, where the board has left the entire management of affairs to that officer. But this doctrine has no application where all the property of the corporation has been sold, and its affairs are being liquidated by the board of directors, instead of commissioners as contemplated by the charter.</p> <p>[Ed. Note. — For other cases, see Corporations, Dec. Dig. § 399.*]</p> <p>(Syllabus by the Court.)</p>