Barrell v. Lake View Land Co.

Corporation—Execution oe Note—Authority op Acting Secretary.—Records of a corporation showing authority from the board of directors given to its president and secretary to execute a note, and that the one who signed the note as secretary and attached to it the corporate seal, authenticated the record of the meeting of the directors conferring the authority, and also the records of other meetings for a considerable period of time prior and subsequent to the execution of the note, are sufficient to sustain a finding that he was secretary of the corporation when the note was executed, and was duly authorized as such to execute it.

Id.—Estoppel—A corporation will not be permitted, after allowing a person to act as its secretary, and causing him to authenticate its records, to object to the regularity of bis appointment, or to repudiate an obligation signed by him as secretary under authority from its hoard of directors.

Id.—Principal Place op Business—Variance—Waiver of Objection.—A variance between the complaint and the evidence as to the principal place of business of the corporation defendant might be obviated, if objected to, by amendment of the complaint to conform to the proof; and where no objection was made, upon the ground of variance, to the evidence of the authorization of the note sued upon, showing a meeting of the directors at another place of business than that alleged, and the defendant subsequently offered to prove that such meeting was held at its principal place of business, the defendant cannot object to the variance upon appeal.

Id.—Regularity op Meeting of Directors—Presumption—Burden op Proof.—If it is not shown whether the meeting of directors at which the note in suit was authorized was a regular or special meeting, there is no presumption that it was a special meeting; and it is incumbent on the corporation defendant, if so claiming, to show that it was a special meeting, and that all of the directors were not notified thereof.

Id.—Rejection op By-laws and Articles op Incorporation—Record upon Appeal—Error not Shown.—Where the by-laws and articles of incorporation of the defendant were offered in evidence and rejected, hut neither of them were incorporated in the record upon appeal, error in the exclusion of them is not shown.

Id.—De Facto Director—Offer of Proof.—The act of one who, at the time of the authorization of the note in suit, was a dc facto director of the corporation, cannot he impeached by showing any irregularity in his election; and an offer to prove that he was not a director is properly rejected.

Id.—Offer to Disprove Meeting of Directors—Estoppel—An offer of the corporation defendant to disprove the meeting of the directors shown by its records, at which the note in suit was authorized, was properly rejected. The corporation, in the absence of an issue for that purpose, and of proper steps to correct its records, is estopped to show that its records, upon the faith of which plaintiff contracted with it, are false.