Francis v. Western Screen Co.

JAMES, J.

Appeal from a judgment entered in favor of plaintiff and an order denying appellant’s motion for a new trial. The suit was upon a promissory note made in favor of John A. Roebling’s Sons Company and signed “Western Screen Company, C. P. Dandy, Mgr.” At the date of the making of the note the Western Screen Company was indebted to the payee for merchandise furnished at various times in an amount equal to the principal sum named in the note. The agent of this payee having failed to secure a settlement of the account, requested that it be placed in some definite condition, in response to which request the note sued upon was executed and given. It appears from the evidence that the board of directors of appellant, in the year 1911, adopted a general resolution authorizing the employment of Dandy as manager, which resolution recited that said Dandy was “to handle the business and all its details, . . . and do all the business of every nature, and employ such assistants as he may deem necessary, and arrange for compensation of all employees.” Dandy testified that he acted for appellant in the transactions had with the Robeling’s Company and that he executed the promissory note as before stated.

It is first contended on behalf of appellant that the evidence was insufficient to show authority in Dandy to execute the written obligation of appellant. The resolution authorizing the employment of Dandy as manager set forth that he was to handle the business of the company in all its details and do all business of every nature. It is sufficiently made to

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appear that appellant was then doing a general commercial business, and it would seem that, as the authority delegated under the resolution authorized the manager to do all business of every nature, as such manager Dandy possessed authority to adjust the accounts of the company, and that if it became necessary to execute written obligations on that behalf he had full authority so to do as a part of the transaction of the ordinary business of the corporation. The account, in settlement of which the promissory note was executed, appears to have been due and owing at the time the note was made, and there were no funds sufficient with which the manager might satisfy the claim by payment. The facts of the case seem to fully warrant the inference that the making of a promissory note under conditions like those which existed at the time Dandy executed the written obligation for his company, was one ordinarily incident to the transaction of the business.