termination of office or the like, without any actual communication of the information to the corporation, does not affect the force of the imputation of notice.31 Thus, notice to a corporate officer of the incompetency of a servant is imputed to a corporation so as to make it liable for injuries to a fellow-servant resulting from such incompetency, notwithstanding that, at the time of the injury, the officer to whom the notice was given was dead or had left the employ of the company.32 A fortiori, notice to the board of directors of a fact, at the time of a transaction in regard thereto, is notice to the corporation, and no subsequent change of directors can require a new notice of such fact.33

In Michigan, however, there is a decision which apparently sustains a contrary rule, although perhaps susceptible of explanation which will reconcile the seeming conflict.34

§ 2227. Constructive notice to officer or agent as equivalent to actual knowledge or notice. Constructive notice, as well as actual knowledge, imputed to an officer or agent of the corporation is binding on the corporation. In other words, a corporation is chargeable with knowledge not only where its officer or agent has actual knowledge or notice but also where the circumstances are such as to put the officer or agent upon inquiry and charge him with constructive notice.35 Thus, constructive notice, i. e., actual notice of circum

31 When, at the time of a transaction, a corporation has notice by reason of the knowledge of an officer or agent, such notice is not affected by the subsequent death of the officer or agent, or other termination of the agency. Birmingham Trust & Savings Co. v. Louisiana Nat. Bank, 99 Ala. 379, 20 L. R. A. 600, 13 So. 112.

32 Baird v. New York Cent. & H. River R. Co., 64 N. Y. App. Div. 14, 71 N. Y. Supp. 734.

33 Mechanics' Bank v. Seton, 1 Pet. (U. S.) 299, 309, 7 L. Ed. 152.

34 A consignee of goods on a railroad had an arbitrary mark to desigrate his goods, the mark being "W. W. W." Goods so shipped were not delivered and the consignee sued the railroad company to recover damages. The company claimed that they did not know who was intended by the

initials "W. W. W." Plaintiff testified that the agent of the railroad at the point of destination knew his mark, and that previous shipments so marked had been properly delivered, but the railroad company showed that the agent had been changed. It was claimed that the knowledge of the former agent was not imputable to the company, since he had left its service. The court agreed with this contention, apparently on the theory that the fact "that the mark upon the goods had been understood by former agents as the mark of the plaintiff below, was an isolated and transient one." Great Western Ry. of Canada v. Wheeler, 20 Mich. 419.

35 Arthur v. Harrington, 211 Fed. 215, 219; Thompson v. Village of Mecosta, 141 Mich. 175, 104 N. W. 694.

stances sufficient to put a prudent man upon inquiry, to the president of a company, is notice to the company.36 However, constructive notice to a corporate officer other than the one purchasing a bond is not, it seems, as to the bond, binding upon the company, where the purchasing officer was not chargeable with notice.37

On the other hand, the question whether a corporation is chargeable with notice because part or all of its executive officers, who have no actual knowledge, are officers of another company to which notice is imputed because of the knowledge of other officers or agents, is answered in the negative.38 Thus, in Kansas, the court said: "In other words, the bank must be held to have had constructive notice of the infirmity of the note, not because it or any of its officers or agents had actual notice thereof, or actual notice of any fact which might put them upon inquiry, but because one of its officers was a member of another corporation, which had an agent who had actual notice of such infirmity. We think this is carrying the doctrine of constructive notice too far. We think a corporation should be held. to have constructive notice of only such facts as have been brought to the actual notice or attention of some one of its officers or agents, or of such facts only as would naturally put the officer or

agent upon inquiry." 39

What constitutes constructive notice to an officer or agent is to be determined by the law governing the particular transaction.40

§ 2228. Who may rely on notice-Person in collusion with officer or agent. "If a person colludes with an agent to cheat the principal," said Chief Justice Church in a New York case, "the latter is not responsible for the acts or knowledge of the agent. The rule which charges the principal with what the agent knows is for the protection of innocent third persons, and not those who use the agent to further their own frauds upon the principal.” 41 To illustrate:

36 Lillis v. Silver Creek & P. Land & Water Co., 32 Cal. App. 668, 163 Pac. 1040.

37 Thompson v. Village of Mecosta, 141 Mich. 175, 104 N. W. 694.

38 Mann v. Second Nat. Bank, 34 Kan. 746, 10 Pac. 150; Iowa Nat. Bank of Ottumwa v. Sherman & Bratager, 17 S. D. 396, 106 Am. St. Rep. 778, 97 N. W. 12, rev'd on rehearing, but on other grounds, in 19 S. D. 238, 117 Am. St. Rep. 941, 103 N. W. 19; Manufac

turers' Nat. Bank v. Newell, 71 Wis. 309, 37 N. W. 420.

39 Mann v. Second Nat. Bank, 34 Kan. 746, 10 Pac. 150.

40 For instance, if a negotiable instrument is concerned, the provisions of the Negotiable Instruments Law, enacted in nearly all the states, gov

ern.

41 National Life Ins. Co. v. Minch, 53 N. Y. 144, 150.

[§ 2230 Knowledge possessed by the cashier of a bank that a note given by a third person in part to take up the cashier's paper was accommodation paper and executed in part to deceive the bank examiner— a penal offense-is not imputable to the bank in favor of the maker of such paper, where the maker is not an innocent party.42

§ 2229. — Right of officer or agent to rely on his own knowledge of his own act as notice to corporation. Upon the same theory, knowledge by an officer of an act of his own, which he seeks to make the basis of a recovery from his employer, is not notice of such act to the latter. So knowledge of a corporate officer of his claim in fraud of its rights is not imputable to the company.* 44

§ 2230. Applicability of rules to particular corporations. This rule that knowledge of or notice to a corporate officer or agent is imputable to the corporation, subject to the exceptions hereinafter noted, applies equally well to all corporations. The most frequent applications of the rule are in case of banking corporations 45 and insurance companies.46 However, the rule is often applied to corporations which are common carriers, where a passenger is injured,* 47 and to railroad companies, outside the relation of carrier. This rule. is also applicable to building and loan associations as well as other corporations.48

erence should be made to standard works on the law of insurance.

47 Wheeler v. Grand Trunk Ry. Co., 70 N. H. 607, 54 L. R. A. 955, 50 Atl. 103, holding railroad company chargeable with knowledge of servants in charge of a train as to injuries to pas

senger.

48 Armstrong v. Ashley, 204 U. S. 272, 51 L. Ed. 482; Dennis v. Atlanta Nat. Building & Loan Ass'n, 136 Fed. 539, rev'g on other grounds 128 Fed. 293; Inter-State Building & Loan Ass'n v. Ayers, 177 Ill. 9, 52 N. E. 342, aff 'g 71 Ill. App. 529.

Notice to a person who transacted negotiations for a loan association was deemed notice to the association, where the person was the local representative, adviser and both secretary and treasurer of the association at the city wherein the loan was made, and

§ 2231. Application of general rules to particular officers, agents or other persons-In general. It is not necessary, in order to show knowledge of a corporation, to show knowledge by its board of directors; it is sufficient to show knowledge by any officer or agent obtained while performing business for the corporation within the scope of his authority.49 Moreover, of course, knowledge of agents who are not officers may be imputed to the corporation in a proper case.50 within that territory, with reference to the loans of the association and its general policy, he possessed general supervision and advisory powers. Dennis v. Atlanta Nat. Building & Loan Ass'n, 136 Fed. 539.

49 Paul Steam System Co. v. Paul, 129 Fed. 757; Sunnyside Coal & Coke Co. v. Reitz, 14 Ind. App. 478, 43 N. E. 46, 39 N. E. 541.

Where knowledge of certain facts is acquired by corporate officers in the course of their employment and within the scope of their duty, it is not necessary that the knowledge come to the board of directors as a body. Paul Steam System Co. v. Paul, 129 Fed. 757.

A corporation will be deemed to have received notice of facts within the knowledge of officers responsible for informing the corporation of facts affecting its interests. The agency of the officer or agent to whom the knowledge has come must be such, however, that the law will imply that the officer or agent will impart his knowledge to the corporation. See:

Illinois. Chicago, B. & Q. R. Co. v. Hammond, 210 Ill. 187, 71 N. E. 576. Massachusetts. Beacon Trust Co. v. Souther, 183 Mass. 413, 67 N. E. 345. Missouri. Council v. St. Louis & S. F. R. Co., 123 Mo. App. 432, 100 S. W.

57.

New Jersey. Vulcan Detinning Co. v. American Can Co., 70 N. J. Eq. 588, 62 Atl. 881.

New York. Mason v. United Press of Illinois, 94 App. Div. 617, 88 N. Y. Supp. 99.

However, in a federal decision, it

seems to be held that where a statute provided that all corporate control and management should be vested in and be exercised by a board of trustees, "the knowledge of a single officer or trustee or the president cannot be imputed to the corporation, unless it is affirmatively shown that his knowledge was brought home to the board of trustees."' American Bonding Co. of Baltimore v. Spokane Building & Loan Society, 130 Fed. 737, 740. But it is doubtful whether this statement was intended as a separate statement of the law, it being capable of a proper construction in connection with other facts.

"The knowledge imputable to defendant is not limited to its president or to its vice president (who acted for it in the purchase of the barges), or to the officer who made the payments, but extends to other agents, such as the superintendent of transportation (whose duty it was to look over the empty barges and note their condition), the employee in charge of inspection and repair of the barges and their distribution to the coal mines, as well as the harbor masters, whose duty it was to see that the boats were in proper condition for use before loading.' Marmet Coal Co. v. People's Coal Co., 226 Fed. 646.

The knowledge of a corporate agent, who had authority to direct a servant to use a particular horse, that the horse was vicious is imputed to the corporation. Wysocki v. Wisconsin Lakes Ice & Cartage Co., 121 Wis. 96, 98 N. W. 950.

50 American Exp. Co. v. Parcarello,

[§ 2231 So knowledge of a corporation of a violation of its rules, as evidence of acquiescence in the abrogation of the rule, need not be brought home to the president, general manager or directors of the corporation, but it is sufficient that there is knowledge on the part of other officers or agents charged with the enforcement of the rules.51 Likewise, knowledge of officers or agents other than the attorney in a suit, as to facts warranting an election of remedies for goods sold, binds the company and precludes it from claiming that the attorney's act in commencing the attachment suit was not an election of remedies.52 And it is held that the knowledge of the injured servant, reported by him to the master, of the condition of the place of work, is imputed to the company, at least where he was the sole employee present at the place of work representing the corporation.53 In order to charge a corporation with notice of defects in machinery or the like, notice need not be given to the particular official designated by the company in its rules as the officer or officers to whom notice must be given.54 Knowledge of a mere employee of the corporation is ordinarily not imputed to the company.55

Subject to the general rule stated above as to when notice to or knowledge of a corporate officer or agent is imputable to the corporation, with its qualifications and exceptions,56 it has been held, in particular cases, that the knowledge of the following persons was imputable to the corporation,57 vice president,58 secretary,59 the treasur

Tex. Civ. App. 162 S. W. 926. 51 Central of Georgia R. Co. v. Mobley, 6 Ga. App. 33, 64 S. E. 300.

52 Baker v. Brown Shoe Co., 78 Ark. 501, 95 S. W. 808.

53 Shemwell v. Owensboro & N. R. Co., 117 Ky. 556, 78 S. W. 448.

54 Chicago & A. R. Co. v. Walters, 217 Ill. 87, 75 N. E. 441.

55 Craig v. Continental Ins. Co., 141 U. S. 638, 647, 35 L. Ed. 886.

56 See 88 2215-2224, supra.

57 Notice to an officer who collects freight charges and gives orders with respect to the delivery of cars at specified points is notice to the corporation where the information pertains to matters with respect to the delivery of freight in transit. Faust v. Southern Ry., 74 S. C. 360, 54 S. E. 566.

58 First Nat. Bank of Tipton v.

Peck, 180 Ind. 649, 103 N. E. 643;
Jacobus v. Jamestown Mantel Co., 149
N. Y. App. Div. 356, 134 N. Y. Supp.
418.

59 State Savings & Commercial Bank v. Winchester, 25 Cal. App. 691, 145 Pac. 171; McKenney v. Diamond Ass'n, 8 Houst. (Del.) 557, 18 Atl. 905; Pontchartrain R. Co. v. Heirne, 2 La. Ann. 129.

Knowledge of the secretary of the corporation may be imputed to the company although neither the directors nor stockholders had any knowledge. Minneapolis Plumbing Co. v. Arcade Inv. Co., 124 Minn. 317, 145 N. W. 37.

So notice to one who was both secretary and treasurer of an advisory board appointed by the board of directors of a building and loan asso