Smith v. Eureka Flour Mills Co.

Citations

• 6 Cal. 1

Syllabus

<p>Under our laws, the power of corporations to create debts is treated as incident to the express powers, and not as itself one of the express powers.</p> <p>The power to issue bills or notes as a circulating medium is expressly excluded by the statute; the right to issue them in all other proper cases must he inferred as incident to the expressed powers or objects of the corporation.</p> <p>The express powers of a corporation must be exercised in the manner pointed out by the statute, hut the powers merely incident thereto may be exercised by its officers or agents.</p> <p>Where the promissory note of a corporation, executed by its officers, provides that only the assets of the corporation, and none of the property of stockholders, shall be liable, the corporation cannot raise the objection as affecting its own liability.</p> <p>Where the answer in a suit against a corporation on its note, relies simply on the want of power of the corporation to issue notes, the defendant cannot afterward object that the plaintiff has not shown that the officers executing the note were empowered by the corporation to do so.</p>