PRIVATE CORPORATIONS VOLUME IV CHAPTER 42 (Continued) DIRECTORS, OTHER OFFICERS AND AGENTS I. GENERAL CONSIDERATIONS [See Vol. 3] II. ELECTION OR APPOINTMENT [See Vol. 3] III. QUALIFICATIONS AND ELIGIBILITY [See Vol. 3] IV. ACCEPTANCE OF OFFICE, BOND AND OATH OF OFFICE [See Vol. 3] V. TERM OF OFFICE [See Vol. 3] VI. RESIGNATION [See Vol. 3] VII. REMOVAL OF OFFICERS [See Vol. 3] VIII. REMEDIES TO DETERMINE TITLE TO OFFICE [See Vol. 3] IX. DE FACTO OFFICERS [See Vol. 3] X. MEETINGS OF DIRECTORS [See Vol. 3] XI. POWERS OF OFFICERS AND AGENTS IN GENERAL [See Vol. 3] XII. DELEGATION OF AUTHORITY BY DIRECTORS OR OTHER OFFICERS OR AGENTS [See Vol. 3] XIII. POWERS OF DIRECTORS [See Vol. 3] XIV. POWERS OF EXECUTIVE COMMITTEE [See Vol. 3] XV. POWERS OF PRESIDENT [See Vol. 3] XVI. POWERS OF VICE PRESIDENT [See Vol. 3] XVII. POWERS OF SECRETARY [See Vol. 3] XVIII. POWERS OF TREASURER [See Vol. 3] XIX. POWERS OF GENERAL MANAGER, SUPERINTENDENTS, BRANCH MANAGERS AND THE LIKE [See Vol. 3] XX. POWERS OF CASHIERS [See Vol. 3] XXI. ADMISSIONS, DECLARATIONS AND REPRESENTATIONS OF OFFICERS AND AGENTS [See Vol. 3] XXII. RATIFICATION AND ESTOPPEL § 2177. General considerations. § 2178. Statement of general rule. § 2179. Statutory regulation. § 2180. Necessity for ratification. § 2181. Ultra vires acts. § 2182. Knowledge as element of ratification-General rule. § 2183. - Matters equivalent to knowledge and what constitutes knowledge. Knowledge of officer or agent as imputable to corporation. IV Priv. Corp.-1 § 2191. Withdrawal by the other party before ratification. § 2192. Time for. § 2193. How ratification may be effected in general-Express and implied. § 2194. When particular form or mode of authority is necessary. § 2195. Silence or acquiesence as ratification-General rules. Applications of rules. Retention of agent as ratification. Time within which to disaffirm. § 2199. Acceptance and retention of benefits as implied ratification. § 2200. Recognition or adoption of act or contract by affirmative acts as ratifica XXIII. NOTICE TO OR KNOWLEDGE OF OFFICERS OR AGENTS AS CHARGEABLE TO CORPORATION § 2211. General considerations-Scope of subdivision. § 2212. § 2213. - Applicability of rules governing where principal not a corporation. - Rules applicable in tort actions as well as in actions on contracts. § 2214. Rules governing without regard to whether principal is a corporation. § 2215. General statement of rule as applied to corporations. § 2216. -"Notice" to corporate officers or agents as distinguished from their "knowledge."' § 2217. Necessity for existence of agency. § 2218. Knowledge obtained outside scope of duties or while not acting officially— Statement of rule. § 2219. Further classification. § 2220. § 2221. Applications of rule. Qualification of rule where agent subsequently acts in regard to matter concerning which he obtained knowledge outside the scope of his duties. § 2222. Time of obtaining knowledge or receiving notice-General rules. § 2223. - Necessity that knowledge be obtained while acting in particular transaction. Knowledge acquired before creation of agency. § 2225. — Knowledge acquired after termination of agency. § 2226. Effect of subsequent termination of office or agency of person having knowledge. § 2227. Constructive notice to officer or agent as equivalent to actual knowledge or notice. § 2228. Who may rely on notice-Person in collusion with officer or agent. § 2229. - Right of officer or agent to rely on his own knowledge of his own act as notice to corporation. 2230. Applicability of rules to particular corporations. § 2231. Application of general rules to particular officers, agents or other persons § 2239. Application of rules to knowledge of particular facts-In general. § 2240. § 2241. § 2242. - Application to defeat claim that purchase was without notice. - Application of rules to establish negligence. -In actions on fidelity bond of officer or agent. § 2243. Exception to general rule where officer or agent adversely interested § 2244. § 2245. § 2246. § 2247. § 2248. § 2249. § 2250. § 2251. § 2252. § 2253. - Statement of exception. Reasons for exception. When interests of officer or agent are deemed adverse. Where same person is agent both of corporation and of other party to Dealings between corporation and partnership of which officer is a member. - Application of exception to independent frauds against the corporation. — Qualification of exception where interested officer or agent is sole representative of corporation to whom notice is sought to be imputed. Same: Sale or discount of negotiable paper by director. - Qualification of exception in case of fraud perpetrated by officer upon third person for his own benefit but acting in official capacity. 2254. Rule where act is ratified by corporation. § 2255. Stipulation against communication of knowledge. § 2256. Knowledge as imputed to officer-Notice to one officer or agent as notice to other officers or agents. Knowledge as officer as imputed to himself as individual. § 2258. — Knowledge of officer as imputed to another officer as an individual. § 2259. Want of notice to particular officer as sufficient to show want of notice to corporation. 2260. Question as one of law or of fact. XXIV. OFFICERS CONSIDERED AS TRUSTEES OR FIDUCIARIES A. General Rules § 2261. Directors and other officers as trustees or agents-General rule. § 2262. - Difference between directors and agents. § 2263. — Statutes governing trustees in general as applicable. Double character of agent and trustee. As dependent on whether court one of law or equity. - Classification as agent or as trustee not exclusive. Importance of determining whether officer a trustee or an agent. Rule as different where officer is one other than a director. - Review of situation. § 2270. Relation to individual stockholders. § 2271. Relation to creditors. § 2272. Duties and responsibilities arising from nature of office. § 2273. Right to urge fiduciary relation where corporation and officer in effect the same. § 2274. Fiduciary relationship as extending to subsidiary corporation. § 2275. Title to and possession of corporate property-In general. § 2276. Estoppel to dispute title or set up adverse title. § 2277. Engaging in rival business. § 2278. Protection of trade secrets. § 2279. Sale of influence in management of company. § 2280. Termination of fiduciary relation. § 2281. General rule. B. Acquiring Adverse Title or Interests § 2282. Limitations of and exceptions to rule. § 2283. Illustrations of rules-In general. § 2284. § 2285. § 2286. Obtaining assignment of corporate contract from other party thereto. - Renewal of lease or purchase of leased property. Redemption from judicial sale. § 2287. Purchases by director from trustee selected to sell land. C. Purchase of Claims Against the Corporation and Enforcement Thereof § 2288. In general. § 2289. Right to enforce for face of the debt. § 2290. After fiduciary relationship is terminated. D. Purchase at Judicial, Execution or Tax Sale § 2291. General considerations. § 2292. Always voidable where purchase a breach of trust or not in good faith. § 2293. View that purchase voidable regardless of fairness or good faith. § 2294. View that purchase not voidable where fair and in good faith. § 2295. Purchase to protect debt or rights of officer. § 2296. Rule as affected by insolvency of corporation. § 2297. Where property sold by assignee or receiver. § 2298. Judicial sale of property of debtor of corporation. § 2299. Application of rules to tax sales. § 2300. Ratification, laches and estoppel. § 2301. Who may attack. § 2302. Relief granted where sale subject to attack. E. Profits Made by Officer § 2303. General considerations and rules. § 2304. Limitations of rule-In general. § 2305. - Exception where corporation insolvent or unable to act. § 2306. Secrecy as essential element. $ 2307. Good faith of officer or want of damage to corporation as immaterial. § 2308. Lawfulness of means used to secure profit as immaterial. § 2309. Effect of acts being ultra vires. § 2310. Contracts as contrary to public policy. § 2311. Bribes or presents from third persons. § 2312. Right to patents or inventions. § 2313. Right of corporation to earnings of officer-In general. § 2314. - Compensation earned as receiver. § 2315. Right to reward offered by corporation. § 2316. Miscellaneous applications of rule-In general. § 2323. - Contracts of private persons to pay officers for services as such. Giving up office for consideration. § 2324. Liability to account to third person as officer of trustee. F. Rights as Creditors of Corporation § 2325. In general. § 2326. Security for or payment of debt. § 2327. Preferences after insolvency. § 2328. Right of officer to appropriate property to payment of his claim. § 2329. Estoppel of officers by reason of mismanagement. XXV. PERSONAL DEALINGS OF OFFICER WITH CORPORATION OR WITH CORPORATE PROPERTY § 2330. General considerations. § 2331. Effect of statutes and by-laws. § 2332. General rules without reference to whether interested officer represents corporation or whether corporation represented by other officers-In general. § 2333. § 2334. § 2335. § 2336. Dealings as void or voidable. Transaction as subject to careful scrutiny by courts. - Necessity that transaction be fair and not a breach of trust. - Effect of insolvency of corporation. Presumptions and burden of proof. § 2338. Dealings where officers adversely interested represent the corporationGeneral considerations. § 2339. § 2340. § 2341. § 2342. § 2343. § 2344. Dealings as invalid because two persons are necessary to a contract. - Extent of interest as immaterial. - Fairness of contract or injury to corporation as immaterial. - Directors as to whom rule is applicable. - Effect of ownership of all of stock by contracting directors. § 2345. Dealings between director or other officer and the corporation when it is represented by other directors or officers-General rules. |