ized to act in any particular transaction, the knowledge acquired in that transaction is imputed to the corporation under the ordinary rule that notice to an agent is notice to the principal. But where an officer is acting not for the corporation, but in his own behalf, or where the information is acquired unofficially and not communicated to the board, the corporation will not be bound. In Winchester v. R. R. Co., 4 Md. 232, the president of the appellee executed to certain of its directors, a mortgage of land in which his wife had an equitable claim by virtue of an unrecorded deed to her. It was held that his knowledge of his wife's equities was not the knowledge of the corporation. In American Surety Co. v. Pauly, 170 U. S. 133, the president of a bank had made representations to a surety company concerning the honesty of a cashier who had applied for a bond. The cashier was a defaulter and the president knew it, the certificate having been given in pursuance of a scheme between him and the cashier to defraud the bank. It was held that the knowledge of the president respecting the cashier's defalcations was not the knowledge of the corporation. In Black v. Bank of Westminster, 96 Md. 399, the question was whether the appellee could be charged with the knowledge of its president that the appellant's note discounted by it had been issued conditionally. It was said that "the sound and safe rule on this subject is that notice given to a director of an incorporated institution privately, or which he acquires from rumor or through channels open alike to all and which he does not communicate to his associates at the board will not bind the institution." 1It is submitted, however, that this rule would not apply if the president had been the authorized agent of the bank to discount the § 70. De facto officers. All that has been said of the inherent ex officio powers of corporate officers applies to the incumbent of the office, whether or not he is an officer de jure. "Officers de facto, holding under color of an election, having charge of the affairs of a company, are capable of binding it in all matters legitimately devolving upon directors of the company." Mining Co. v. Bank, 104 U. S. 192; Burgess v. Pue, 2 Gill, 254. See note and had acquired the knowledge in that transaction. Schwind v. Boyce, 94 Md. 510; and Maryland Trust Co. v. Mechanics Bank, 102 Md. 630. CHAPTER XII. CONSEQUENCES OF UNAUTHORIZED ACTS NOT TORTS. $71. Scope of the chapter. An act done on behalf of a corporation is, in the last analysis, the act of some natural person; and whether the transaction be a conveyance, a contract or a tort, the question always is whether the particular agent had authority to bind the corporation therein. Postponing the subject of torts, which has had a curious and peculiar development, it may be said that an act intended to create a corporate obligation may fail of its object for one or more of four reasons: Ist. There may be no legally existing body corporate to be bound. 2nd. The act may be within the capacity of the corporation, but in excess of the authority of the performing agent. 3rd. The transaction may be within the corporate powers, but the power may have been irregularly exercised. 4th. The transaction may be beyond the powers of the corporation. Enough has been said concerning the consequences of the acts of a pretended corporation and concerning those which are merely in excess of the authority conferred upon the performing agent. There remain to be considered (1) transactions which are beyond the powers of the corporation,—ultra vires, as they are commonly called; and (2) those which |