Cross v. Anglo-American Banking Co. — 86 N.Y. Sup. Ct. 424

Majority

p. 424

Marvin Cross and Others, Plaintiffs, v. Anglo-American Banking Company, Defendant.

Headnote

President of a banking corporation — when presumptively aMtlwrized to equip its office with furniture.

Where the president and chief executive of a foreign hanking corporation, having its principal place of business in the city of New York, is expressly authorized by the articles of incorporation, and by the action of its directors, to open its office in the city of New York, he has, presumptively, authority to purchase the furniture necessary to equip such office, in the absence of a by-law or resolution limiting his power, or requiring that no expenditure shall be made except under a resolution of the board of directors of such corporation.

p. 425

MotioN by the defendant, Anglo-American Banking Company, for a new trial on a case containing exceptions ordered to be heard ¡at the General Term in the first instance after a verdict had been rendered in favor of the plaintiffs, by direction of the court on the 14th day of May, 1894, after a trial at the New York Circuit

Arthwr R. JRobertson, for the plaintiffs.

John G. Shaw, for the defendant.

This action was brought to recover the alleged value of office furniture furnished for defendant’s use between March 15, 1892, and May 31, 1892. The defendant is a banking corporation, organized June 5, 1888, undei\tke laws of "West Virginia, having its principal place of business at the city of New York. Prom the date of the incorporation of the defendant to the date of the trial of this action Samuel J. Gorman was one of the directors and its president. Aside from Gorman, there were four other directors, J. H. Hobson, Edmond Iluerstel, C. Y. Sidell and Charles March. Mr. Gorman testified, without objection, that he was the president of the corporation, and, under the defendant’s objection, that he ordered the furniture and fixtures from the plaintiffs for use in the New York • office, which was opened under the direction of Mr. Hobson, Mr. Gorman, Mr. March and himself, and that the furniture was furnished by the plaintiffs and was used by defendant in its New York office.

Mr. March, one of the defendant’s directors, testified that the furniture was furnished and was used in the defendant’s office in the city of New York. There was no dispute upon the trial about the fact that the furniture was ordered by the defendant’s president, was used in its office, and was worth the price charged. The only defense interposed was that the plaintiffs were unable to prove a resolution of defendant’s board of directors authorizing its president to purchase this furniture. No evidence was- given of any by-law or resolution limiting the power of the president, or requiring that no expenditure should be made, except upon the resolution of the board. The evidence was entirely uncontradicted, and is ample to

p. 426

justify tbe conclusion of tbe learned trial judge that tbe president had power to order tbe articles furnished. Besides this, it was shown that tbe furniture was used in defendant’s office with tbe knowledge of its directors and of some of its principal stockholders. The president was defendant’s chief executive officer, and was expressly authorized by the articles of incorporation and by the action of the directors to open an office in this city, and presumptively he had authority to purchase furniture necessary to equip the office which he was directed to establish.

The conclusion reached by the trial judge is the only one possible upon the evidence contained in the record, and the judgment should be affirmed, with costs.

Present — Yan Brunt, P. J., Follett and Barrett, JJ.

Judgment affirmed, with costs.