notice. Where others than the principal and agent are concerned, the presumption that the agent has discharged his duty to his principal in communicating facts of which he has notice, is as conclusive as the presumption that the principal remembers the

facts brought home to him personally." 50 As limiting this rule, it must be kept in mind, however, as hereinafter stated, that (1) the person through whom the knowledge is sought to be imputed must actually be the agent of the corporation, at least at the time of acquiring the knowledge or afterwards; 51 (2) that the fact or facts sought to be imputed must be material; 52 (3) that the knowledge must be acquired while acting officially and within the scope of the duties of the corporate officer or agent, subject to certain exceptions in some jurisdictions as to knowledge acquired before the creation of the agency or while not engaged in the business of the corporation, but where the knowledge is present in the mind of the agent at the time of the transaction in regard to which notice is sought to be imputed; 53 (4) that the knowledge must be acquired after the creation of the agency and before its termination, or, as held in some jurisdictions, if it was acquired before the creation of the agency, it must have been in the mind of the agent at the time of the transaction as to which notice is sought to be imputed; 54 and (5) that the agent must not be adversely interested to the principal.55

§ 2216. "Notice" to corporate officers or agents as distinguished from their "knowledge." The term "notice" is often used as equivalent to "knowledge," and vice versa, but in some respects the two are often different. Where "notice" is required to be given by statute, contract or the like, the knowledge of the party to whom it was to have been given is sometimes considered the equivalent of notice, but in many cases it has not the same effect. So far as the effect of "notice to" a corporate officer or agent as against "knowledge of" a corporate officer or agent is concerned, there is no question but that there may be a difference between the effect of "notice" expressly given an officer or agent of a corporation, as binding the corporation, and "knowledge" acquired by such an officer or agent. Doubtless, however, it is unnecessary, for the most part, to distinguish between the two so far as their effect to bind the corporation is concerned; and the courts have almost entirely ignored any such distinction and treat the effect of "notice to" as equivalent to "knowledge of" corporate officers or agents, without in any way noticing that the rule may be different according to whether it is the one or the other.

50 Bierce v. Red Bluff Hotel Co., 31 Cal. 160.

51 See § 2217, infra.

52 See 1 Clark & Skyles, Agency, $ 478.

53 See §§ 2218-2225, infra.
54 See §§ 2222-2225, infra.
55 See § 2243 et seq., infra.

It seems that the only practical difference is this: knowledge casually acquired by an agent affects the principal with notice only in those transactions in which that agent acts for him; but a notice expressly given to an agent, within the scope of his authority, binds the principal as fully as if it were given to the principal directly, whether the agent has communicated the notice or not.56 In other words, "notice" may be given to a corporate officer or agent so as to bind the corporation at a time when the officer or agent is not acting in regard to the particular matter to which the notice relates, provided the notice is as to a matter within the scope of the authority of the officer or agent to whom given; while, on the other hand, mere "knowledge" of a corporate officer or agent does not, according to the general rule, bind the company unless it (1) relates to a matter within the scope of the authority of the officer or agent, and, according to some decisions, (2) is obtained at the time and while the officer or agent was engaged in the particular transaction to which it relates.57

Applying these rules, it is held that notice given to an officer or agent of a corporation having express or implied authority to receive such notice is notice to the corporation, whether he communicates the same to the corporation or not. For the purpose of the notice he represents the corporation.58 So notice to an agent of a corporation relating to

56 1 Morawetz, Private Corporations (2nd Ed.), § 540b.

57 See §§ 2218, 2223, infra.

58 United States. Zeis v. Potter, 105 Fed. 671; New England Car-Spring Co. v. Union India Rubber Co., 4 Blatchf. 1, Fed. Cas. No. 10,153.

Alabama. Branch Bank at Huntsville v. Steele, 10 Ala. 915.

California. Love v. Anchor Raisin Vineyard Co., 45 Pac. 1044.

Connecticut. Smith v. Board Water Com'rs City of Norwich, 38 Conn. 208. Delaware. McKenney v. Diamond State Loan Ass'n, 8 Houst. 557.

Georgia. Hobbs v. Georgia Lumber & Turpentine Co., 74 Ga. 371; Bank of St. Mary's v. Mumford, 6 Ga. 44. Illinois. Parmly v. Buckley, 103 Ill. 115; Quincy Coal Co. v. Hood, 77 Ill. 68; Home Savings & State Bank v. Wheeler, 74 Ill. App. 261. Missouri. Mechanics' Schaumburg, 38 Mo. 228.

Bank

V.

New Jersey. State v. Felton, 52 N. J. L. 161, 19 Atl. 123; Ransom v. Brinkerhoff, 56 N. J. Eq. 149, 38 Atl. 919; Trenton Banking Co. v. Woodruff, 2 N. J. Eq. 117.

New York. Village of Port Jervis v. First Nat. Bank of Port Jervis, 96 N. Y. 550; Olcott v. Tioga R. Co., 27 N. Y. 546, 84 Am. Dec. 298; New Hope & D. Bridge Co. v. Phenix Bank, 3 N. Y. 166; Conro v. Port Henry Iron Co., 12 Barb. 27; Bank of United States v. Davis, 2 Hill 451; Fulton Bank v. New York & S. Canal Co., 4 Paige 127. Oregon. Dillard v. Olalla Min. Co., 52 Ore. 126, 96 Pac. 678, 94 Pac. 966.

Pennsylvania. Patterson v. Pittsburg & C. R. Co., 76 Pa. St. 389, 18 Am. Rep. 412; Danville Bridge Co. v. Pomroy, 15 Pa. St. 151.

Tennessee. Bank of Rome v. Haselton, 15 Lea 216.

Vermont. Porter v. Bank of Rutland, 19 Vt. 410.

any matter of which he has the management and control is notice to the corporation.59 Of course, a notice given to the board of directors of a corporation is notice to the corporation.60 And notice given to a single director officially has been held notice to the corporation.61 Likewise, notice given to the cashier of a bank, or to the president of a bank or other officer or agent having general supervision and control over the management of its business, or to any other managing officer or agent, as to any matter within the scope of his authority, is notice to the corporation, whether it is communicated to the directors of the corporation or not; 62 and notice given in the office of the general manager of a corporation, to one in apparent charge in the absence of the manager, is notice to the company.63 Notice sent to the treasurer of a corporation that the writer held certain of its stock as collateral has been held sufficient to charge the corporation with notice thereof.64

On the other hand, notice given to an officer or agent of a corporation in relation to a matter which is not within the scope of his duties or authority is not notice to the corporation unless he communicates it to the proper authorities. 65 And when a formal notice to a corporation is necessary, a notice given to an officer before he became such is not good.66

Where notes were signed by a corporation by its president, and

Wisconsin. Bass v. Chicago & N. W. Ry. Co., 42 Wis. 654, 24 Am. Rep. 437.

59 Huber Mfg. Co. of Marion, Ohio v. Blessing, 51 Ind. App. 89, 99 N. E. 132; Indiana Union Traction Co. v. Scribner, 47 Ind. App. 621, 93 N. E. 1014.

60 See § 2232, infra.

61 Boyd v. Chesapeake & O. Canal Co., 17 Md. 195, 79 Am. Dec. 646; United States Ins. Co. v. Shriver, 3 Md. Ch. 381; Bank of United States v. Davis, 2 Hill (N. Y.) 451. See also § 2232, infra.

62 Smith v. Board Water Com'rs City of Norwich, 38 Conn. 208; Quincy Coal Co. v. Hood, 77 Ill. 68; Trenton Banking Co. v. Woodruff, 26 N. J. Eq. 117; Village of Port Jervis v. First Nat. Bank of Port Jervis, 96 N. Y. 550; New Hope & D. Bridge Co. v. Phenix Bank, 3 N. Y. 166.

Where the president of a bank is such in name only, and its cashier has entire charge of the business of the bank, service of notice on the cashier by the surety on a note will be deemed service on the bank. Skillern V. Baker, 82 Ark. 86, 118 Am. St. Rep. 52, 12 Ann. Cas. 243, 100 S. W. 764.

63 Canadian Collieries (Dunsmuir), Ltd. v. Humphrey, 85 Wash. 457, 148 Pac. 573.

64 White River Sav. Bank v. Capital Sav. Bank & Trust Co., 77 Vt. 123, 107 Am. St. Rep. 754, 59 Atl. 197.

65 Camp v. Southern Banking & Trust Co., 97 Ga. 582, 25 S. E. 362; Goodloe v. Godley, 13 Smedes & M. (Miss.) 233, 51 Am. Dec. 159; Bank of Virginia v. Craig, 6 Leigh (Va.) 399; Congar v. Chicago & N. W. Ry. Co., 24 Wis. 157, 1 Am. Rep. 164.

66 The Admiral, 18 Law Rep. 91, Fed. Cas. No. 84.

by its secretary and treasurer, and the authority of the latter to sign was admitted, the attorneys for the payee may serve a written notice of intention to file suit and to claim attorney's fees, according to the practice in Georgia, upon the secretary and treasurer.67

§ 2217. Necessity for existence of agency. The first question which presents itself, in case of corporations, is whether the person with the knowledge was really an agent. Ordinarily the person having the knowledge or to whom the notice is given must be an officer or other · agent of the corporation at the time the knowledge was obtained or the notice given,68 subject to certain qualifications recognized in some jurisdictions, as hereinafter stated.69

§ 2218. Knowledge obtained outside scope of duties or while not acting officially-Statement of rule. The general rule is that knowledge acquired or possessed by an officer or agent of a corporation otherwise than in the course of his employment, or in relation to a matter which is not within the scope of his authority,, is not notice to the corporation.70 "This is clear," it was said in a New York

67 Lamar College v. Wells, 144 Ga. 114, 86 S. E. 223.

68 Bunker v. Manchester Real Estate & Manufacturing Co., 75 N. H. 131, 71 Atl. 866.

69 See § 2224, infra.

70 United States. American Surety Co. v. Pauly, 170 U. S. 133, 42 L. Ed. 977; Craig v. Continental Ins. Co., 141 U. S. 638, 35 L. Ed. 886; Hadden v. Dooley, 92 Fed. 274, rev'g 84 Fed. 80; Holm v. Atlas Nat. Bank, 84 Fed. 119; Hatch v. Ferguson, 66 Fed. 668; In re Dunn, 53 Fed. 341; Waynesville Nat. Bank v. Irons, 8 Fed. 1; McComb v. Chicago, St. L. & N. O. R. Co., 19 Blatchf. 69, 7 Fed. 426.

Alabama. Frenkel v. Hudson, 82 Ala. 158, 60 Am. Rep. 736, 2 So. 758; Reid v. Bank of Mobile, 70 Ala. 199. Colorado. Franklin Min. Co. V. O'Brien, 22 Colo. 129, 55 Am. St. Rep. 118, 43 Pac. 1016.

Connecticut. Marsh, Merwin & Lemmon v. Wheeler, 77 Conn. 449, 107 Am. St. Rep. 40, 59 Atl. 410; Platt v. Birmingham Axle Co., 41 Conn. 255;

Farrel Foundry v. Dart, 26 Conn. 376; Farmers' & Citizens' Bank v. Payne, 25 Conn. 444, 68 Am. Dec. 362.

Florida. Aycock Bros. Lumber Co. v. First Nat. Bank of Dothan, 54 Fla. 604, 45 So. 501.

Georgia. Camp v. Southern Banking & Trust Co., 97 Ga. 582, 25 S. E. 362.

Illinois. Chicago, B. & Q. R. Co. v. Hammond, 210 Ill. 187, 71 N. E. 576; Seaverns v. Presbyterian Hospital, 173 Ill. 414, 64 Am. St. Rep. 125, 50 N. E. 1079.

Iowa. McDonald Mfg. Co. V. Thomas, 53 Iowa 558, 5 N. W. 737; Keenan v. Dubuque Mut. Fire Ins. Co., 13 Iowa 375.

Kansas. Wickersham v. Chicago Zinc Co., 18 Kan. 481, 26 Am. Rep. 784; Hart Pioneer Nurseries v. Coryell, 8 Kan. App. 496, 55 Pac. 514. Kentucky. Taylor v. Bank of KenMarsh. 564.

tucky, 2 J. J.

Louisiana. Louisiana State Bank v. Senecal, 13 La. 525; Mercier v. Canonge, 8 La. Ann. 37.