McKiernan v. Lenzen

McKee, J.; The San José Mill and Lumber Company, a corporation organized under the laws of this State, sold and delivered to the defendant lumber and materials of the value of $788.86, which were charged to him on its books. Its general manager and superintendent, in the name of the corporation, assigned the book account against the defendant to certain assignors of the plaintiff, in payment of a debt which the corporation owed to them, and the plaintiff brought this action to recover the amount [63]of the claim. To the complaint in the action, the defendant pleaded the general issue. No question is made as to the account itself; the Court below found it to be just, and the amount thereof to be due by the defendant. But it is contended that the general manager and superintendent of the company had no power or authority to .assign the account to a creditor of the corpora-ration.

A corporation is an artificial person, and, as such, is endowed with the capacity to enter into .any obligation or contract essential for its purposes, and for the transaction of its ordinary affairs. (§ 354, Civ. Code.) An assignment is a contract of transfer or sale; therefore a corporation may make an assignment ; and whát it may do by itself, it can do by an agent. “ Qui facitper alium facitper se ” is as applicable to a corporation as to a natural person. And where the power to contract exists, it may be exercised by the corporation or its agent, in the same way that a natural person could contract, unless restrained by its charter to some particular mode of contracting.

The general manager and superintendent of this company was its agent. No formal objection has been made to the assignment by him; the sole objection is, that he had no power to make it at all; the assignment, therefore, was properly made, if made for the purposes of the corporation, and in the natural course of its ordinary affairs.

When such a power has been conferred upon a corporation by its charter, the corporation has the right, in exercising the power, to deal in any respect, according to legal forms, with the subjects appertaining to its business. It has the right to buy and sell, and to contract debts, and, as incidental thereto, to execute promises to pay those debts, or to transfer its own dioses in action for that purpose; and if its business is transacted by a general managing agent, who is suffered to exercise general authority in respect to the business, the corporation is bound by his acts within the scope of the powers assumed by him, in the same manner as if expressly granted. In respect to the management of its business, a general managing agent and superintendent is the representative of the corporation, and may do in the transaction of its ordinary affairs what the corporation itself could do within the scope of its powers.