nary partnership, responsible for the acts of its members.1 A shareholder of a company cannot bind the company for any representations he may make, or on any transaction he may enter into with a third party, for it is no part of the business of the company to make good the representations of a shareholder, as he is not the agent of the company for any purpose whatever,2 and this principle applies to all kinds of mining companies, other than partnerships, whether they are incorporated or not.3 § 296. Power of superintendent - Supplies. The authority of a mine superintendent, or general agent, in charge of a mine, will be recognized, without proof, as empowering him to conduct all the local business of the principal, and in the absence of notice of a want of such authority, all persons dealing with such an agent have a right to infer that he has such general powers. He has authority to employ laborers, can buy supplies for the mine, and generally perform such acts as may be necessary for the company, unless the contracting parties were to look to the company when formed. Beach on Cor., § 159; Landman v. Entwistle, 7 Ex. 632. 1 Boone on Cor., § 79. It is liable for its agents' acts, however, within the scope of their agency. Boone, 79; Hay v. Cooper Co., 3 Barb. 42. 2 Beach on Cor., § 74, pp. 148-149. A shareholder cannot make valid contract in the corporate name. Robinson v. Hem street, 21 Fla. 342; Beach, supra; 1 Laxtors Ch. (N. J.) 541. 8 See Cost Book Min. Co. But unless the liability of members is limited by statute, the members of a joint-stock company are the same as partners. See Blanchard & Weeks Ld. Cas., p. 540 et seq.; Dickinson Valpy, 10 B. & C. 128. 4 Adams Min. Co. v. Senter, 26 Mich. 73. "The agent in charge has, under his general and implied powers, the right to let short leases of the ground in blocks or parcels." Bicknell v. Austin Co., 62 Fed. 432; Mor. Min. Rts. (10 Ed.) 292. Consolidated Gregory Co. v. Raber, 1 Colorado, 511. to carry on the mining operations. But such agent cannot bind his principal for borrowed money, nor on commercial paper not necessary to carry on the mining undertakings, or would he have any authority, by virtue of his position, to alter the terms of a contract entered into by his principal. 5 § 297. Directors the agents of company. - The directors of the company, and such other persons as may be intrusted with the management of its affairs, are its only agents; and the company is bound by the acts of its directors if they are in the real or apparent scope of their authority. And the power of the directors to bind the company is not affected by any irregularity of their own appointment, or by any irregularity of their manner 1 Tredeven v. Bourne, 8. M. & W. 461. "An agent, in possession as agent of an interest in a mining ditch, is not personally liable for the rent.' 99 Stewart v. Perkins, 3 Oreg. 508; M. M. D. 10. 2 Ricketts v. Bennett, 4 C. & B. 686. 3 Dickinson v. Valpy, 10 B. & C. 128; Tiedeman Com. Paper, Sec. 96, p. 164. 4 Lonkey v. Succor M. & M. Co., 10 Nev. 17. "A superintendent of a mining company has no right, by virtue of his position, to moderate the terms of a written contract, which a third party and his company had entered into concerning the furnishing of materials for sinking a shaft." Lonkey v. Succor M. &. M. Co., 10 Nev. 17; M. M. D. 10. "The manager and superintendent of a mining company, who was also a stockholder and director, and who as such took part in procuring loans secured by mortgages on the property, and expended the money received in and about the same without informing the mortgagees that he claimed a miner's lien for his services, could not be estopped from asserting that such lien was prior to the mortgages, where it did not affirmatively appear that the mortgagees were in any manner misled to their prejudice by his conduct." Judgment (1900), 84 N. W. 211, modified on rehearing. Sutton v. Consolidated Apex Min. Co. (S. D. 1902), 89 N. W. 1020. 5 Boone on Cor., § 139, p. 199. • Boone on Cor., § 142; Beach on Pri. Cor., § 227-248. of procedure, provided their acts were within the scope of their corporate powers, if the person dealing with them acted in good faith and without notice of the irregularity. But each director cannot bind the company by his own individual act, and unless the proper number have acted, the company will not be held responsible." § 298. Agents appointed by directors.- Where agents are appointed by the directors of a company to transact business for the company, the company will be bound by their acts, unless their employment was beyond the power of the directors, or the appointment was irregularly made and the parties dealing with the agent had notice of the irregularity of his appointment.3 But where the directors of a mining company appoint a person agent of the company, as between the agent himself and the company, if he acts in good faith and without notice of the irregularity of his appointment, the company will be liable to such agent, in an action for his salary, although he may not have been appointed in precisely the manner prescribed by the regulations of the company.* § 299. Same Limitation upon authority. — In determining questions between third parties and principals 1 Beach on Cor., §§ 233 et seq. 2 Buell v. Buckingham, 16 Iowa, 284; Boone on Cor., § 65. But if a legal quorum is present, a majority of the quorum may act. Boone, supra; Booker v. Young, 12 Gratt. 303, See Pittman v. Lead Co. (Mo. App. 1902), 67 S. W. 946. 3 Van Dusen v. Star Q. M. Co., 36 Cal. 571. And whether the agency exists is a question of fact. Kersey v. Northlight Oil Co., 45 N. Y. 505. The agency may be proven by parol. Hardenberg v. Bacon, 33 Cal. 356; Carey v. Phil. Pet. Co., 33 Cal. 694. 4 And if the company should prevent him from performing his contract with the corporation he could recover on a quantum meruit for the work done. Isaacs v. McAndrew, 1 Mont. 437. as to the latter's liability for acts of the agent, the nature and extent of the agent's authority, whether it extends to the act in question or not, is competent and material evidence as bearing upon the question of ratification or express appointment by the principal, and can be introduced by either party, to determine such liability.1 If the act of the agent, whether arising from contract or tort, is within the scope of his agency and employment, the principal is liable, but if he has exceeded his authority, and especially if the contracting party had notice thereof, he would not be liable.2 § 300. Agents who exceed authority. - Directors of a company, as well as other agents, are personally liable if they exceed the limits of their authority. But agents are not liable for an honest mistake as to the limits of their authority, and if a person trades with the directors of a company, and knows they have exceeded their authority, he cannot complain if their acts are afterwards repudiated 1 Union Mining Company v. Rocky Mountain Bank, 2 Colo. 248, 565; 1 Colo. 531; Morrison's Min. Dig., p. 9. But the statements of an agent are not evidence against the principal of the agency. Van Dusen v. Star Q. Min. Co., 36 Cal. 571. "A driver in a coal mine changed places with a coal digger, which fact was known to the boss of the mine, who had no authority to employ diggers: Held, that there was no ratification of the employment of the driver as a digger, neither the owner nor superintendent having knowledge thereof." Patterson v. Neal (Ala. 1902), 33 So. Rep. 39. "When an agency is special, 2 Atty.-Gen. v. Jackson, 5 Hare, 355. the authority must be strictly pursued, and the principal is not bound if the agent exceeds it." Young v. Harbor Point Ass'n (Ill. App. 1901), 99 Ill. App. 290. 3 Smart v. Ilberry, 10 M. & W. 1-9; Duncan v. Nells, 32 Ill. 542; Hall v. Crandal, 29 Cal. 572; Kroeger v. Pitcairne, 5 Ont. (Pa.) 311. And if he guarantees his authority, or if the persons dealing are ignorant of his authority, he is generally liable if he exceeds same. Tiede. Com. Paper, § 84, p. 149. by the company. However, if directors, or other agents, contract as principals, they will be bound personally by their contract, if it is not illegal, and the fact that the contract is one which would not bind the principal, will not, of itself, relieve the agent from his personal liability.? And it has been held that the agent is personally liable on a contract to which he fails to affix the name of his principal, even though he should add the word " agent" to his own signature, such suffix being regarded as a mere descriptio personae, and not any notice of the limitation of his liability arising from the agency. But this doctrine is not universally adhered to, and adding the title of agent to his signature has been held a sufficient notice to the party dealing with the agent that he does not mean to be personally liable.1 3 § 301. Agents in judicial proceedings. In legal proceedings, incorporated companies act by their agents appointed under seal. The directors of a mining company have full power to institute and defend actions in the company's name, unless some particular officer of the company is, by the company's rules, or a special statute, given 1 Lindley on Part.; Whitney v. Wyman, 101 U. S. 392; Ware v. Morgan, 67 Ala. 461; Beach, § 227. 2 Toledo Iron Works v. Heisser, 51 Mo. 128; Kenyon v. Williams, 19 Ind. 45. 3 Toledo Iron Works v. Heisser, 51 Mo. 128; Williams v. Robbins, 16 Gray, 77; Graham v. Campbell, 56 Ga. 258; Bryson v. Lucas, 84 N. C. 280; Kenyon v. Williamson, 19 Ind. 45; Anderson v. Pearce, 36 Ark. 393. 4 Conro v. Port Henry Iron Co., 12 Barb. 28; s. c. Mor. Min. Dig., p. 11. Also Motte v. Hicks, 1 Con. 533; Hicke v. Hind, 9 Barb. 531; Babcock v. Benson, 1 Kern, 200; Hager v. Rice, 4 Colorado, 90; Tiede. Com. Pap., § 85. “Where an agent's authority is limited to purchasing with cash furnished him by his principal, and he buys on credit, his principal is not liable for the price of things so bought." American Oil Co. v. Gurr, 40 S. E. 780 (Ga., 1902). |