PART II.] ACTS WITHIN THE CORPORATE POWERS. [§ 238. § 237. It is submitted, however, that the above decisions are to be relied on with great caution ; for presidents of corporations are usually empowered either expressly, {f nl c rg ? d or impliedly by acquiescence and the nature and course of the business which they transact for their corporations, to do many acts which, according to any rule deducible from these cases, would be beyond their authority. Very likely in order that the agreement of a president may bind the corpora- tion, the agreement must in some way be shown to have been within the scope of his authority ; x but this may be shown from the general course of his acts acquiesced in by the corporation or its directors. 2 § 238. When a president is authorized to make contracts for the corporation, he receives impliedly the power to do acts in- cidentally necessary in the matter. 3 Thus, a president em- powered to sell property of his corporation, may agree to pay a broker a commission. 4 So, a resolution of the board of directors that the president have full power and control of the 1 Farmers Bank v. McKee, 2 Pa. St. 318. 2 Ragland v. McFall, 137 111. 81; Fitzgerald Construction Co. v. Fitz- gerald, 137 U. S. 98; Fifth Nat. Bk. v. Phosphate Co., 119 N. Y. 256; Oakes v. Water Co., 143 N. Y. 430; Cham- bers b. Lancaster, 160 N.Y. 342; Petti- bone v. Lake View Town Co., 134 Cal. 227; Tuscaloosa Cotton Seed Oil Co. 13. Perry, 85 Ala. 158; Burch v. West, 134 111. 258; Sherman Center Town Co. v. Swigart, 43 Kan. 292; Sparks v. Dispatch Co., 104 Mo. 531; Fitzhugh v. Land Co., 81 Tex. 306; Dougherty v. Hunter, 54 Pa. St. 380; McElroy v. Minn. P. H. Co., 96 Wis. 317; Africa v. Duluth Tribune Co., 82 Minn. 283. See Westerfield v. Radde, 7 Daly (N. Y.), 326; Western R. R. Co. v. Bayne, 11 Hun, 166; Solomon R. R. Co. v. Jones, 30 Kan. 601; Nash v. Minn. Title, etc., Co., 159 Mass. 438. The president and superintendent of a boom company have authority to hire laborers. Hardy v. Boom Co., 52 Mich. 45; Vilas Nat. Bk. v. Strait, 58 Yt. 448. When a president, who is also the general manager of the corporate business, mortgages personal prop- erty of the corporation without spe- cial authority, the acquiescence of the directors may make the mortgage valid. Sherman v. Fitch, 98 Mass. 59. Compare Crum's Appeal, 66 Pa. St. 474; Edellioff v. Horner & Miller M'f'g Co., 86 Md. 595; § 212. 3 A president of a corporation who has general authority to contract for the sale of its goods, has authority to release from contract of sale. In- dianapolis Rolling Mill v. St. Louis, etc., R. R. Co., 120 U. S. 256. See, also, Ceeder v. Lumber Co., 86 Mich. 541; Smith v. Wells M'f'g Co., 148 Ind. 333. 4 Northern Central R'y Co. v. Bas- tian, 15 Md. 494; Lee v. Pittsburg, Coal Co., 56 How. Pr. 373, affirmed 75 N. Y. 601. Under a power given to the president of a turnpike com- 201
