Whatever are the inherent powers of the president, he frequently exercises very broad powers with the consent of the directors, and when they permit him to exercise certain powers his authority to exercise them will be implied. "It is unnecessary to attempt any general definition of the duties. of the respective officers of banking corporations," it was said in a recent case. "The usage is not uniform in different cities, and sometimes not the same in different institutions in the same city. Country banks, and banks in small towns and cities, have different rules from those in large cities. Of course, there are certain general rules as to the duties of the cashier, teller, president, or directors. Courts have oftentimes recognized the fact, and have frequently decided, that these officers have or have not either exclusive or concurrent powers to do certain acts of the nature designated in the particular case. Customs have sprung up from the necessity and the convenience of business in certain localities, and have prevailed in duration and extent until they have acquired in such localities the force of law. In the present case it is the exceptional class with which we have to deal. It is now well settled by the weight of reason and authority that whenever, in the usual course of the business of the corporation, the president or other officer has been allowed to manage and control its affairs, his authority to represent and bind the corporation may be implied from the manner in which he has been permitted by the trustees or directors of the corporation to transact its business. The acting head of the corporation, whether it also, Arbogast v. American Exch. Nat. Bank, 125 Fed. 518, 60 C. C. A. 538; Mead v. Pettigrew, 11 S. D. 529, 78 N. W. 945. Cf. Case v. Hawkins, 53 Miss. 702. See "Banks and Banking," Dec. Dig. (Key No.) 102; Cent. Dig. § 242. 31 Cox v. Robinson, 82 Fed. 277, 27 C. C. A. 120; Hanover Nat. Bank v. First Nat. Bank of Burlingame, Kan., 109 Fed. 421, 48 C. C. A. 482; Wells Fargo & Co. v. Enright, 127 Cal. 669, 60 Pac. 439, 49 L. R. A. 647; Steinki v. Yetzer, 108 Iowa, 512, 79 N. W. 286; Griffin v. Erskine, 131 Iowa, 444, 109 N. W. 13. See "Banks and Banking," Dec. Dig. (Key No.) §§ 102-110; Cent. Dig. §§ 239-268. is the president, vice president, cashier, or general manager, through whom and by whom the general and usual affairs of the corporation are transacted which custom or necessity has imposed upon the officer-such acts being incident to the execution of the trust reposed in him-may be performed by him without express authority; and in such cases it is immaterial whether such authority exists by virtue of his office, or is imposed by the course of business as conducted by the corporation." "32 And where the directors have surrendered the business to the president or another officer, and intrusted the manner of the execution to them, third persons are justified, when dealing with the officers, in assuming that they have the powers which, under the general course of business in the bank, they seem to have.33 Indeed, it seems that it is the tendency of the courts today to assimilate the implied powers of the president, as chief executive officer of the bank, to those of the cashier." Thus, it has been held that it is within the scope of the implied 32 Cox v. Robinson, 82 Fed. 277, 27 C. C. A. 120. See "Banks and Banking," Dec. Dig. (Key No.) §§ 102-110; Cent. Dig. §§ 239–268. 33 Ante, p. 311. See, also, Auten v. United States Nat. Bank, 174 U. S. 125, 19 Sup. Ct. 628, 43 L. Ed. 920; Chemical Nat. Bank of New York v. Armstrong (C. C.) 76 Fed. 339, affirmed Aldrich v. Chemical Nat. Bank, 176 U. S. 618, 20 Sup. Ct. 498, 44 L. Ed. 611; Cherry v. City Nat. Bank, 144 Fed. 587, 75 C. C. A. 343, affirmed Rankin v. City Nat. Bank of Kansas City, 208 U. S. 541, 28 Sup. Ct. 346, 52 L. Ed. 610; Citizens' Bank & Trust Co. v. Thornton, 174 Fed. 752, 98 C. C. A. 478; First Nat. Bank of Indianapolis v. New, 146 Ind. 411, 45 N. E. 597; City Nat. Bank of Hastings v. Thomas, 46 Neb. 861, 65 N. W. 895. See "Banks and Banking," Dec. Dig. (Key No.) §§ 102-109; Cent. Dig. §§ 239–260. 34 United States Nat. Bank v. First Nat. Bank, 79 Fed. 296, 24 C. C. A. 597; Bartlett Estate Co. v. Fraser, 11 Cal. App. 373, 105 Pac. 130. See, also, People's Bank v. Manufacturers' Nat. Bank, 101 U. S. 181, 25 L. Ed. 907; Thomas v. City Nat. Bank of Hastings, 40 Neb. 501, 58 N. W. 943, 24 L. R. A. 263. He has general authority to receive a deposit. Hazelton v. Union * * powers of the president to indorse negotiable paper in the ordinary transaction of the bank's business, and that a special authority to that end need not be conferred. "Such implied power," it was said, "is generally conceded to bank cashiers, and we know of no sufficient reason why the implied powers of the chief executive officer of a bank should be more limited in this respect than those of its cashier. It can hardly be expected that the cashier of a bank will be in attendance on all occasions when it becomes necessary for the bank to indorse notes and bills, draw drafts and checks, certify checks, or issue certificates of deposit. Such transactions as these are of hourly occurrence in all banks located in large business centers, and the exigencies of business demand that the power to perform such acts should be vested in some other officer, as well as in the cashier. Our observation teaches us that such power is very generally exercised by bank presidents; and in ordinary transactions no layman, we think, would hesitate to accept negotiable paper which had passed through a bank, because it was indorsed by the president, rather than by the cashier. In its practical operation the rule that a bank president has no implied power to indorse commercial paper for and in behalf of his bank would seriously interfere with the transaction of business and put the public to great inconvenience, while it would have no Bank of Columbus, 32 Wis. 34. But see Bickley v. Commercial Bank, 39 S. C. 281, 17 S. E. 977, 39 Am. St. Rep. 721. In Putnam v. United States, 162 U. S. 687, 16 Sup. Ct. 923, 40 L. Ed. 1118, it was held that the president of a national bank has not necessarily, by virtue of his office, power to draw checks against an account kept by his bank with another bank. The president of a national bank has no power inherent in his office to bind the bank by the execution of a note in its name, but power to do so may be conferred on him by the directors, either expressly, by resolution to that effect, or by subsequent ratification, or by acquiescence in transactions of a similar nature, of which the directors have notice. National Bank of Commerce v. Atkinson (C. C.) 55 Fed. 465. See "Banks and Banking," Dec. Dig. (Key No.) §8 102-109; Cent. Dig. §§ 239–260. marked tendency to prevent fraud or breaches of trust on the part of the bank officers. The public interest requires that the same presumptions should attend an indorsement made by the president of a bank which exist in favor of an indorsement made by a cashier, and that banks should be held bound by acts of that nature when done by either of such officers in the ordinary course of business." 35 CASHIER 82. The cashier is the executive officer through whom the financial operations of a bank are conducted, and he has by virtue of his office all the customary authority necessary for the discharge of such duties, such as authority to receive deposits and issue certificates of deposit, to draw and certify checks, to indorse negotiable paper in the ordinary course of business and for collection, to buy and sell exchange, and the like. Limitations upon his customary authority may be imposed, and greater authority may be expressly or impliedly conferred, by the directors, or, if the bank be unincorporated, by the banker; but persons dealing with him in relation to matters within the scope of such customary authority are not affected by limitations thereon of which they have not notice. In General "The cashier is the executive officer through whom the whole financial operations of the bank are conducted. He receives and pays out its moneys, collects and pays its debts, and receives and transfers its commercial securities. Tellers and other subordinate officers may be appointed, but they are 35 United States Nat. Bank v. First Nat. Bank, 79 Fed. 296, 24 C. C. A. 597. See "Banks and Banking," Dec. Dig. (Key No.) §§ 102109, 262; Cent. Dig. §§ 239-260, 1001-1006. under his direction, and are, as it were, the arms by which designated portions of various functions are discharged." " Being the bank's executive officer, he has, in the absence of positive restrictions, all the powers necessary for such an officer in the legitimate business of banking.37 The inherent or customary authority with which the cashier is vested by virtue of his office is consequently large. The directors may limit this authority as they see fit; but such limitations will not affect persons who, in ignorance of such limitations, deal with the cashier in relation to matters within the scope of the authority ordinarily confided to cashiers as determined by usage.38 So, when, in the exercise of the customary authority of his office, he draws checks or makes notes, his signature as cashier is binding on the bank, although the charter may provide that all bills, notes, and contracts on behalf of the bank shall be signed by other designated officers.39 36 Merchants' Nat. Bank v. State Nat. Bank, 10 Wall. 604, 19 L. Ed. 1008. See "Banks and Banking," Dec. Dig. (Key No.) §§ 102-109, 262; Cent. Dig. §§ 239–260, 1003. 37 See, West St. Louis Savings Bank v. Shawnee County Bank, 95 U. S. 557, 24 L. Ed. 490; Wakefield Bank v. Truesdell, 55 Barb. (N. Y.) 602; Bissell v. First Nat. Bank of Franklin, 69 Pa. 415. See "Banks and Banking," Dec. Dig. (Key No.) §§ 102-109, 262; Cent. Dig. $$ 239-260, 1003. 38 Merchants' Nat. Bank v. State Nat. Bank, 10 Wall. 604, 19 L. Ed. 1008; Case v. Citizens' Bank, 100 U. S. 446, 25 L. Ed. 695; Minor v. Mechanics' Bank, 1 Pet. 70, 7 L. Ed. 47; Fleckner v. Bank of United States, 8 Wheat. 360, 5 L. Ed. 631; Matthews v. Massachusetts Nat. Bank, Fed. Cas. No. 9,286, 1 Holmes, 396; First Nat. Bank of Birmingham v. First Nat. Bank of Newport, 116 Ala: 520, 22 South. 976; Bank of Vergennes v. Warren, 7 Hill (N. Y.) 91; City Bank of New Haven v. Perkins, 29 N. Y. 554, 86 Am. Dec. 332; Cooke v. State Nat. Bank, 52 N. Y. 96, 11 Am. Rep. 667; Pattison v. Syracuse Nat. Bank, 80 N. Y. 82, 36 Am. Dec. 582; Lloyd v. West Branch Bank, 15 Pa. 172, 53 Am. Dec. 581. See "Banks and Banking," Dec. Dig. (Key No.) §§ 102-109; Cent. Dig. §§ 239–260. 39 Mechanics' Bank v. Bank of Columbia, 5 Wheat. 326, 5 L. Ed. 100; Carey v. McDougald, 7 Ga. 84; Allison v. Hubbell, 17 Ind. 559. |