Cook v. KUHN.

Cook v. Kuhn.

1. CORPORATION: Power of Attorney. A resolution recorded at length on the journal of the proceedings of a corporation, authorizing a party to negotiate a loan for it, and execute a mortgage to secure the same, is sufficient authority in that behalf.

2.

: Avoiding Conveyance. A corporation which has enjoyed the fruits of a loan, which it has authorized to be made, cannot avoid the security which its officer has given, until it has done equity by repay. ing the money loaned.

This was a bill to foreclose a mortgage, filed in the District Court for Douglas county, by Cook and others, against the Florence Land Company and Kuhn. The mortgage was made on the 13th of June, 1859, by the company to the plaintiff, to secure $1,800. It was executed by Parker, as attorney, in fact, of the company. His authority to execute such an instrument was conferred by a resolution of the company, passed on the 31st day of August, 1858, which was in these words:

"On motion of Mr. Officer, the following resolution was passed: Resolved, That James M. Parker, Esq., be authorized to sell the eighty-six shares of stock now held by the company, or such portion of them as he can dispose of at a price not less than one hundred dollars per share, and that he be authorized to borrow at as low a rate as possible, not to exceed twenty per cent. at and for a period not to exceed one or more than two years, an additional amount which, with the proceeds of the sale of said shares of stocks, shall not exceed eighteen thousand dollars; that to aid him in affecting this loan he be fully empowered to pledge or mortgage all the real estate and other property of this company, and that to facilitate the general objects of this trust he be authorized to visit the principal eastern cities of our country."

Parker went east on this business, but was unsuccess

Cook v. KUHN.

ful in raising funds, and returned in December. On the 9th of June, he settled his account for the expenses of his trip. Two witnesses testified that they understood that his authority under the resolution ceased at this time.

Kuhn held a judgment against the company, and was impleaded with it as a defendant, and he alone defended. A decree was rendered according to the prayer of the bill, and Kuhn appealed to this court.

Redick & Briggs, for appellant.

G. B. Lake, contra.

The court, by KELLOGG, Ch. J., held that the resolution recorded on the journal was sufficient to authorize Parker to execute the mortgage. The statute of frauds does not require the authority of the agent to be signed by the principal. Besides, the proof shows that the company had the benefit of the loan, and until it repays it, it cannot avoid the security. He who seeks equity must do equity.

Decree affirmed.

INDEX.

1. ON COUNTY WARRANTS.

Actions.

PAGE

A petition alleging the issue and non-payment
of a county warrant, without alleging that there is money in the
treasury for its payment, or that time is elapsed for the collection of
the money by taxation, will be dismissed without prejudice. Brewer
v. Otoe County.

See CONSTITUTION 4.

Agency.

......

1. There is no relation or agency between a party forwarding a written
request to counsel for his opinion, and another party by whom the
writing is transmitted. Jameson v. Butler

....

.....

878

115

2. -: Continuance of the relation. When the relation of principal
and agent has once been established, it will be presumed to continue
until shown to have been dissolved. The Columbus Co. v. Hurford.. 146

3. -: How established. The relation of principal and agent may be
inferred by implication from the acts of the parties, as well as shown
by deeds, or informal writings, or verbal delegation....

id

4.

-: ―as to corporations. This is equally true of the agents of
corporations....

id

5. -: Dealings of agent with principal. It is the duty of persons
holding confidential relations, of whatever nature, with others, to
put themselves on terms of perfect equality, by furnishing full, ex-
act and truthful information of all matters which enter into a nego-
tiation between them....

id

8.

If they fail to do so, they are liable to lose the entire
advantage of the transaction......

id

7. -:

General allegations of having done so, made by the
agent, are insufficient It is his duty to inform the court precisely
of the information which he did impart to his principal, so that the
court may judge whether he has made a full and fair disclosure...
See COUNSEL'S OPINION 1. CORPORATIONS 8.

id

1 FORM OF AWARD.

Arbitrations.

An award of arbitrators must state the facts found

by them, and their conclusions of law separately. Murry v. Mills.. 456

Attachment.'

1. Under the attachment law enacted in 1857, a bona fide purchaser of
lands for value will take the same, free of the lien of an attachment,
which has been levied thereon, unless an abstract of such attach-
ment be entered in the Register's office of the county. Adams 7.
Boulware....

.... ....

.......

2. SURRENDER OF ATTACHED PROPERTY: Charges. A defendant in an
attachment which has been dissolved, is entitled to the possession
of the property taken under the writ, without reimbursing the sheriff
what he, in order to obtain the property on the writ, paid to a car-
rier who had lien on it, nor what he has paid for the safe keeping of
it. Mc Ready v. Rogers.....

See SURETY 2, 3.

Attorney.

See AGENCY 1. CORPORATION 1.

Bonds.

170

124

1. BONDS OF COUNTY CLERKS: Assuming duties of clerks of district courts
The statute making county clerks, ex officio clerks of the District
Court in their respective counties, does not require of them bonds
in their character of court clerks, separate or additional to such as
they give as county clerks. The People v. McCallum.............
182

2. Demand. If such additional bond were required, a county clerk
would not be excluded from performance of his duties as clerk of
the court, because he had neglected to give the additional bond,
unless demand that he do so were first made upon him in that be-
half......

TITLE OF BILLS.

............

See QUO WARRanto 1, 2.

Caveat Emptor.

See EXECUTION TITLE.

Constitution.

Section 19 of article 2 of the constitution, does not
require that the title of a bill shall contain an abstract of the bill,
nor set out the particulars of the amendment. The Legislature may
select its own title, although it may not be the most suitable or com-
prehensive. The People v. McCallum....
... 182