parent, after a careful and painstaking study of the authorities, that the decisions are in irreconcilable conflict. No decision of this court upon the precise question has been called to our attention, and we have not been able to find anything in our books which arrays our court on the one side or the other. Thompson on Corporations, vol. 2, § 1457 (2d Ed.), speaking of the conflict in the authorities, has this to say:

"The effect of these divergent views, on the one hand, is to relieve the complaining party of making proof of the president's authority, for the reason that, where he is in active conduct and management of the business, he must be presumed to have all the powers of any agent exercising like control and management, and to have authority to do what is usually and ordinarily done by such agents or managers. On the other hand, and under the other cases, the burden is cast upon the party seeking to charge the corporation upon a contract made by the president of proving his authority in some of the recognized modes, reducing the proposition to a question of fact rather than of law."

We think that the wiser and more practical rule is expressed by the Supreme Court of Illinois in Lloyd & Co. v. Matthews, 223 III. 477, 79 N. E. 172, 7 L. R. A. (N. S.) 376, 114 Am. St. Rep. 346, viz.:

"It is contended that, even though it be conceded that George E. Lloyd & Co., by E. C. Williams, its president, signed the guaranty, still, as a matter of law, the corporation cannot be held liable without proof of special authority from the corporation to its president to execute the contract of guaranty. A corporation can act only through its agents, and the president of a corporation, as the agent and corporate representative, has the power, in the ordinary course of business and in furtherance of the corporate interest, to execute contracts and to bind the company in so doing. He is, by virtue of his office, recognized as the business head of the company, and any contract pertaining to the corporate affairs, within the general powers of such officer, executed by the president on behalf of his corporation, will, in the absence of proof to the contrary, be presumed to have been done by authority of the corporation. Atwater v. American Exch. Nat. Bank, 152 Ill. 605, 38 N. E. 1017; Bank of Minneapolis v. Griffin, 168 Ill. 314, 48 N. E. 154; Anderson v. South Chicago Brewing Co., 173 Ill. 313, 50 N. E. 655; Anderson Transfer Co. v. Fuller, 174 III. 221, 51 N. E. 251; Williams v. Harris, 198 Ill. 501, 64 N. E. 988. If the contract in question had been executed by some agent who

ordinarily does not have the power to sign such instruments, and the execution had been put in issue by properly verified plea, as is the case here, then it would be necessary to go beyond the mere fact of the execution of the instrument and prove the authority of the agent to execute the same; but when the contract is properly executed for the corporation by its president, and it is such a contract as the corporation might lawfully make, the proof of the execution by the president is all that is required, in the absence of any evidence to the contrary showing that the contract was not made by the authority of the corporation."

Nearly all of the big business and a large part of the small business is now conducted by corporations, and if it be the law that persons dealing with the president of a corporation about matters of business clearly within the powers of the corporation to transact must deal at arm's length, and demand that the president exhibit his credentials before entering into contracts with him, it seems to us that not only the corporation, but also those dealing with corporations, will be seriously hampered. It is not our purpose to hold that a president of a corporation has the inherent power to bind the corporation, but we do hold that the fact that the president of a corporation has executed a contract for his corporation is prima facie evidence that the president had the authority to bind the corporation.

If it be true that the president did not possess the authority assumed by him in the present case, the proof of his lack of authority was in the possession of the corporation, and there would have been no difficulty in the way of its production. On the other hand, it might be very difficult and expensive for the plaintiff to have secured the evidence to show his authority. This corporation was domiciled in New York City, and while there are means whereby the plaintiff might have secured affirmative proof, yet it is conceivable that the unwilling corporation might see fit to throw many obstacles in the way. Presidents of corporations generally exercise the powers of a general agent, usually by the tacit consent of the corporation, and the public rarely stops to inquire about his authority. National Bank v. Vigo Bank, 141 Ind. 352, 40 N. E. 799, 50 Am. St. Rep. 330; Patterson v. Robinson, 116 N. Y. 193, 22 N. E. 372. The acts done by the president pertaining to the business of the corporation, not clearly foreign to his powers, will, in the absence of proof to the contrary, be presumed to have been authorized by the corporation. This, we think, is a salutary rule, and imposes no hardship upon either party

NOTE.-Prima Facie Validity of Corporate Note Executed by Corporation's President.-It seems to be claimed that though the early rule was that a president of a corporation had no power virtute officii to bind his corporation by issuing a promissory note in its name, yet this rule has changed to conform to modern methods in corporate administration. But this change cannot be said to have taken place except as to trading corporations.

Thus in St. Vincent's College v. Hallett, 119 C. C. A. 647, 201 Fed. 471, it was ruled by Seventh Circuit Court of Appeals, that the president of a college presumptively has no authority to issue a promissory note in the name of a college, a non-trading corporation.

This case concerned an Illinois transaction and the court ruled that, assuming Illinois decision to hold that a corporation was presumptively bound by such a promissory note, yet said that all of the cases announcing it concerned trading corporations and in Illinois the question as regards a non-trading corporation had never been expressly decided. It was said that "no court has held, so far as we have been able to find, a charitable corporation bound on the contracts or notes of its president or other officers, in the absence of some showing either of authority, ratification or estoppel. All the authorities are the other way."

In People's Bank v. St. Anthony's Roman Catholic Church, 109 N. Y. 512, 17 N. E. 4c8. notes were signed by the president, secretary and treasurer of the corporation. It was said: "It is not common usage or understanding that the president, secretary and treasurer of a religious corporation possess power, by virtue of their offices, to borrow money or issue notes of the corporation. The same rule is applied to a nontrading business corporation. Craft v. So. Boston Street R. R. Co., 150 Mass. 207, 22 N. E. 920, 5 L. R. A. 641. There it was said that: "Whatever may be true of trading corporations, there is nothing in the nature of the business of a horse-rairoad corporation, or of the duties of a treasurer of such a corporation, which implies that the treasurer, by virtue of his office, has authority to borrow money for the company and give its notes therefor."

In Jewett v. West Somerville Corporation Bank, 173 Mass. 51. 52 N. E. 1085, 73 Am. St. Rep. 250. it was held that a treasurer of a co-operative savings bank cannot create a liability for it by signing notes. It was said: "There is a material difference between the implied powers of treasurers of manufacturing and trading corporations and those of treasurers of corporations organized for special purposes, which ordinarily do not have occasion to use com

mercial paper in the transaction of their business."

It is said that virtute officii a president even of a trading corporation has very little authority but if he has been held out as its general agent, the matter is different. St. Clair v. Rutledge, 115 Wis. 583, 92 N. W. 234, 95 Am. St. Rep. 964; Trephagen v. South Omaha, 69 Neb. 577, III Am. St. Rep. 570; Wait v. Nashua Armory Assn., 66 N. H. 581, 23 Atl. 77, 49 Am. St. Rep. 630.

In Iowa Nat. Bank v. Sherman, 17 So. Dak. 396, 97 N. W. 12, 106 Am. St. Rep. 778, it was held that the president of a manufacturing corporation is presumed to have authority to transfer by indorsement a note payable to the corporation. It was urged in this case that there was no authority virtute officii to do this, but the court said that "much of its (corporation's) business was transacted by way of notes taken by it for machinery delivered, and that it was in the habit of transferring such notes to plaintiff bank by the indorsement of the president." Here it seems was what amounted to a holding out.

In Gould v. W. J. Gould & Co., 134 Mich. 515. 96 N. W. 576, 104 Am. St. Rep. 624, the ruling was against liability of the corporation on a note signed by the president in its name. The record does not disclose what the corporation was organized to do. It was said: "The ruling of the circuit judge apparently rests upon the idea that the president and secreta ry are presumed to have authority to execute commercial paper, and proof that commercial paper was signed by them shifts the burden of proof upon the defendant. We think this holding cannot be sustained upon authority." If there had been proof the president was engaged in managing the business, the matter might be different, and that this power was requisite in the conduct of the business.

Remarks by Seventh Circuit Court of Appeals in St. Vincent's College v. Hallet, supra, seem not inapt in estimating the value of all cases where even trading corporations have been held liable upon promissory notes signed by the president in the name of the corporation. It was said that in all of the Illinois cases there was some accompanying fact, such as ratification or benefit received or a particular holding out by the corporations and the question as one of pure abstract law was not passed upon. Thus seems the rule also in Michigan and verv probably an analysis of the cases from other states will show there was no decision upon a pure question of principle.

Thus it was held in Ninth Circuit Court of Appeals, that if the corporate seal is attached to an instrument signed by officers, courts will assume it was affixed by proper authority and the execution was duly authorized. Pacific State Bank v. Coats. 123 C. C. A. 634, 205 Fed. 618. But even in this case it is recited that the instrument, a mortgage, was executed by the president and secretary, not only the sole trustees of the corporation, but its sole stockholders receiving money for the benefit of the corporation. In Blakely Artesian Ice Co. v. Clarke. Ga.. 70 S. E. 526, it was said that the corporate seal attached to a paper signed by the president created a rebuttable presumption of authority.

C.

ITEMS OF PROFESSIONAL

INTEREST.

BAR ASSOCIATION MEETINGS FOR 1916WHEN AND WHERE TO BE HELD.

American-Chicago, August 30, 31 and September 1.

Alabama-Decatur, July 14 and 15.
Arkansas-Little Rock, May 30 and 31.
Florida-Atlantic Beach, June 16 and 17.
Georgia-Tybee Island, June 1, 2 and 3.
Illinois Chicago, June 1, 2 and 3.
Iowa-Dubuque, June 29 and 30.
Kentucky Louisville, July 6 and 7.
Louisiana-Opelousas, May 5 and 6.
Maryland-Deer Park, June 29, 30 and July 1.
Michigan-Battle Creek, June 30 and July 1.
Mississippi Laurel, May 2.

Montana-Missoula, latter part of July.
New Hampshire-Newcastle, June 30 and
July 1.

New Jersey-Atlantic City, June 16 and 17. North Carolina-Wrightsville Beach, June 28 and 29.

Ohio-July 11, 12 and 13. Place not fixed. Oregon-Portland, November 21. Pennsylvania-Bedford Springs, June 27, 28

and 29.

Wisconsin-Oshkosh, June 28, 29 and 30.

BOOKS RECEIVED.

Federal Employers' Liability Act. Practitioner's Manual; Digest of Decisions under Act; Judicial Law in Language of Court Interpretations; Forms of Pleading under Requirements of Act; Safety Appliance and Hours of Service Acts. By John A. Walgren, of the Chicago Bar, Associate Editor of Illinois Annotated Statutes and Continental Legal History Series. Price, $2.00. Chicago. T. H. Flood & Co. 1916. Review will follow.

Commercial Mortmain. A Study of the Trust Problem. By John R. Dos Passos, of the New York Bar, author of "The Law of Stock Brokers & Stock Exchanges," "Interstate Commerce Act," "Commercial Trusts," "The Anglo-Saxon Century," "The American Lawyer." Price, $1.35. New York. The Bench and Bar Company. 1916. Review will follow.

HUMOR OF THE LAW.

"Never mind, old man," said the sympathetic friend. "You've got the law on your side."

"I know it," replied the man who was trying to recover damages from a soulless corporation, "but the lawyers are on the other side."

A lawyer noted for his laconic style of expression sent the following terse and witty note to a refractory client who paid no attention to reiterated demands for the payment of his bill:

"Sir, if you pay the enclosed bill, you will oblige me. If you don't, I shall oblige you."American Legal News.

A former St. Louis judge tells this one:

It was before the existence of the FamousBarr Company and the Barr store was one of the leading retail establishments of the city.

On the first day that the judge was to sit on the bench after his election, Henry, the aged negro porter, entered the Judge's office and announced that he was ready to "spruce the jedge up a little." Much to his disappointment no whisk broom could be found. Each morning the negro appeared, but still there was no broom.

Finally he remonstrated with the judge. "It's shore a shame for you to 'pear on dat bench without being brushed off. Why don't you get a broom?" said Henry.

That afternoon the judge called Henry into his office and gave him a check for $25 and said: "Henry, take this to the bank and get it cashed for me and on the way back stop at Barr's and buy a whisk broom." Henry brought back the money with the exception of fifteen cents and received a 10-cent tip.

The next morning the judge called Henry into his room and said:

"Now, Henry, you can use that new whisk broom on my clothes."

Henry looked mystified and asked if his honor had purchased a whisk broom.

"Henry, don't you remember that I told you to go to Barr's and buy a whisk broom? You kept 15 cents out of the change I sent you after. Did not you get the broom?" asked the judge.

"Lawd sakes, jedge," replied Henry, "I shore thought you told be to go to the bar and get a whisky."-St. Louis Post-Dispatch.

WEEKLY DIGEST

Weekly Digest of ALL the Important Opinions of ALL the State and Territorial Courts of Last Resort and of ALL the Federal Courts. Copy of Opinion in any case referred to in this digest may be procured by sending 25 cents to us or to the West Pub. Co., St. Paul, Minn.

Arkansas.
California.

Colorado

Connecticut

Georgia.

Idaho

68, 86, 104, 111 6, 13 34, 48 96

28, 37, 72, 76, 89, 93, 101

70

50, 85, 90, 107, 110, 112 27, 53, 54, 58, 83, 106 40 ..3, 4, 20, 38, 55, 67 105 52, 65 92, 99 43, 47, 60, 102 .44, 49, 61 97 16, 17, 19, 22, 42, 46, 77, 78, 84 26, 73, 79, 103

1, 8, 29, 30, 35, 36, 51, 62, 66, 81 98 21, 39, 64, 108 15, 80 23

U. S. C. C. App.. United States D. C. United States S. C.

Vermont

Virginia

West Virginia

Wisconsin

Wyoming

1.

114

109

.45, 91, 113

5, 57, 63, 87, 88, 95 9, 10, 14, 24, 100 .11, 12 18, 25, 32, 75 31, 41, 59, 94

82

74

7, 33, 56, 69, 71

2

Abortion-Evidence.-That drugs prescribed for purpose of producing miscarriage were not administered in doses sufficiently large to produce that result, held not to prevent acts constituting offense under Crimes Act, § 119. -State v. Mandeville, N. Y. Supp., 96 Atl. 398.

2. Adjoining Landowners-Notice.-Notice to an adjoining landowner that an excavation was to be made was not notice that it would be made in a negligent manner, but that ordinary and reasonable care and prudence would be used and that the excavation would be made in a workmanlike manner.-Bank of Wheatland v. Gray, Wyo., 154 Pac. 593.

3. Adverse Possession-Evidence.-One holding a parcel of land under the mistaken belief that it was the part of another survey holds it adversely, and his continued holding will ripen into title.-Le Moyne v. Neal, Ky., 181 S. W. 1119.

4. Animals-Joint Tort-feasors.-A son, who owned a dog and lived with his mother on whose premises he kept the animal with her consent, and mother were jointly liable to the mother's guest, bitten by the dog, under Ky. St. § 68a, subsec. 5, providing that every person owning or harboring a dog shall be liable to the party injured.--Davidson v. Manning, Ky., 181 S. W.

1111.

5. Assault and Battery Guardian and Ward. —A guardian having emancipated his ward cannot justify an assault and battery on her because of the relationship.-Eitel v. State, Tex. Cr. App., 182 S. W. 318.

6. Attorney and Client-Disbarment.-An attorney cannot be disbarred solely on a record of conviction, where he has been pardoned.-In re Emmons, Cal. App., 154 Pac. 619.

7. Public Policy.-A contract with the complaining witness in a prosecution whereby an attorney agreed to assist the district attorney therein was void as against public policy, and the attorney could not recover for services ren

10. Corporation.-It is the general rule inat the jurisdiction or a court of Dankruptcy over the administration of the anans I insolvent corporations is exclusive and paramount-Commercial Trust & savings balik V. Busen-Grace Produce Co., U. S. C. C. A., 248 red. 300.

11.- -Corporation.-Corporation's principal place of business, within Bankr. Act, § 2 (4) neid a question of Iact not conclusively uttermined by the articies or incorporation or bý location or the larger amount of its property. -in re k. H. Pennington & Co., U. S. D. U., 268 Fed. 388.

12. Insurance.-Where right to change beneficiary is reserved, right to cash surremuer value heu to pass to trustee in bankruptcy, unless there has been a Dona de assignment of the whole policy.-in re ramgan, U. 5. D. 223 Fea. 359.

13.-Lien. Order on petition of trustee in bankruptcy, creuitor authorizing Juugment whose en had been dissolved in tne name vi the trustee and for the benent of the estate to proceed to annui pankrupt's conveyance LU plaintiff, his wife, held to authorize creditor to proceed as it might deem best, or in the name of the trustee.-Wills V, E. A. Wood Lumver & Mills Co., Cal. App., 154 rac. 613.

14. Unliquidated Claim.-A claim against a bankrupt for breach of promise to marry, on which suit was pending in a state court, neid an unliquidated claim, which the court properly ordered liquidated by trial in the state courtin re Martin, U. S. C. C. A., 228 red. 184. 15. Banks and Banking-Bank Stock.-A transfer of Dank stock to another by defendant who had given practically worthless property therefor, held not to protect defendant from liability in a suit by the superintendent or banks for the value of the stock, where it appeared that the transaction was in fact a retransier to the bank.-Sargent v. American Bank & Trust Co. of Portland, Or., 154 Pac. 759.

16.

-Check.-Under Rev. St. § 9980, bank paying check, which its depositor, an insurance company, through fraud of its agent, had made payable to a netitious person in settlement of death claim, held entitied to the same protec tion as if the check had been payable to Dearer. -Equitable Life Assur. Society of the United States v. National Bank of Commerce in St. Louis, Mo. App., 181 S. W. 1176.

17.- -Deposits.-Where broker turned plaintiff's note over to defendant bank for collection, and the bank, with knowledge that it was not the broker's, applied the proceeds to a debt of broker to the bank, the bank was liable to plaintiff as for conversion.-Gillespie v. Bank of Chillicotne, Mo. App., 181, S. W. 1198.

18. Carriers of Goods-Delay.-Damages for loss of market for unreasonable delay in transportation en route are within provision of Carmack Amendment.-New York, P. & N. R. Co. v. Peninsula Produce Exch. of Maryland, U. S. Sup Ct., 36 S. Ct. 230.

19. Carriers of Passengers-Loss of Baggage. -In a passenger's action for loss of baggage, where the contract of carriage as contained in