Seal v. Puget Sound Loan & Investment Co.

Citations

• 5 Wash. 422
• 32 P. 214
• 1892 Wash. LEXIS 85

Syllabus

<p>CORPORATIONS—UNAUTHORIZED ACTS OF OFFICERS—RATIFICATION— PLEADING AND PROOF.</p> <p>Although a note and mortgage may have been executed by the president and secretary of a corporation without authority from its board of trustees, yet the corporation will be estopped from denying their authority where it appears that the corporation was aware of the transaction from the first and never objected or sought to repudiate it; that at regular meetings of its board of trustees the payment of the note and mortgage was considered and discussed, and in fact two payments made thereon out of the corporate funds; and that no act of repudiation was undertaken until two years after the execution of the note and mortgage, and after they had passed into the hands of innocent purchasers.</p> <p>Under an allegation in a complaint for foreclosure of a mortgage of due authority of corporate agents to execute the mortgage, proof of subsequent ratification is admissible, as it is equivalent to an original authority.</p>