er, 60 foreman in charge of work to which the notice or knowledge relates,61 attorney,62 shipping clerk,63 conductor of train,64 person in control of a train on which live stock was being shipped, as to danger of switching a car into a cholera district,65 the deputy supreme commander of the Maccabees,66 the supreme treasurer of the Royal Arcanum,67 St. Rep. 145, 71 N. E. 22, aff'g 106 Ill. App. 17. ciation, in connection with a loan, of an unrecorded mortgage, is notice to the association. Inter-State Building & Loan Ass'n v. Ayers, 177 Ill. 9, 52 N. E. 342, aff 'g 71 Ill. App. 529. Notice to the secretary of a homestead loan association is in law notice to such association. Schumacher v. Wolf, 125 Ill. App. 81, 87. 60 New England Car Spring Co. v. Union India Rubber Co., Fed. Cas. No. 10,153; Commercial Bank v. St. Croix Mfg. Co., 23 Me. 280; Atlantic Cotton Mills v. Indian Orchard Mills, 147 Mass. 268, 9 Am. St. Rep. 698, 17 N. E.. 496; White River Sav. Bank v. Capital Sav. Bank & Trust Co., 77 Vt. 123, 107 Am. St. Rep. 754, 59 Atl. 197. 61 Lewis v. St. Louis & I. M. R. Co., 59 Mo. 495, 21 Am. Rep. 385, defects in railroad. Notice of defects in machinery in his department to a foreman is imputed to the corporation. Falkenau v. Abrahamson, 66 Ill. App. 352; Cudahy Packing Co. v. Hays, 74 Kan. 124, 85 Pac. 811. Knowledge of the foreman of defects in tools is imputed to the corporation. Franklin v. Missouri, K. & T. R. Co., 97 Mo. App. 473, 71 S. W. 540. Notice to or knowledge of a foreman who has power to discharge servants, of the incompetency of a servant, is notice to the corporation. Johnson v. St. Paul & W. Coal Co., 126 Wis. 492, 105 N. W. 1048; Kamp v. Coxe Bros. & Co., 122 Wis. 206, 99 N. W. 366. 62 Baldwin v. Davis, 118 Iowa 36, 91 N. W. 778. Compare Merchants' Bldg. Improvement Co. v. Chicago Exch. Bldg. Co., 210 Ill. 26, 102 Am. 63 Notice to a shipping clerk in charge of employees, who directed the injured porter to use an elevator, of defects therein, is imputable to the company. Larkin v. Washington Mills Co., 45 N. Y. App. Div. 6, 61 N. Y. Supp. 93. 64 Knowledge of a conductor in charge of a train as to the incompetency of his engineer is imputable to the company although he had no power to discharge him. East Tennessee, V. & G. R. Co. v. Wright, 100 Tenn. 56, 42 S. W. 1065, which, however, is contrary to the weight of authority in making one a vice principal where he has no power to discharge. Actual or constructive knowledge of the conductor or other agent of a railroad company whose duty it was to see to the proper loading of a car, is imputable to the company when sued for injuries resulting from overloading the car. Louisville, H. & St. L. R. Co. v. Chandler's Adm'r, 24 Ky. L. Rep. 998, 70 S. W. 666. So, also, a railroad corporation will be deemed to have knowledge of injuries caused to a passenger by the operation of a train from notice thereof to the conductor and baggageman in charge thereof. Wheeler v. Grand Trunk Ry. Co., 70 N. H. 607, 54 L. R. A. 955, 50 Atl. 103. 65 Council v. St. Louis & S. F. R. Co., 123 Mo. App. 432, 100 S. W. 57. 66 McMahon V. Supreme Tent Knights of Maccabees of World, 151 Mo. 522, 52 S. W. 384. 67 Griffith v. Supreme Council of Royal Arcanum, 182 Mo. App. 644, 166 S. W. 324. mine boss 68 and timberman of mine as to condition of mine roof.69 On the other hand, in particular cases, notice to or knowledge of the following persons was held not imputable to the corporation: medical examiner of an insurance company,70 janitor of depot,71 collector,72 messenger boy 73 and hired hand on a farm.74 So, also, notice to a section foreman of a claim of passageway is not notice to the corporation where it is not made to appear that it is within the scope of duty of the foreman to impart his knowledge in regard thereto to the corporation.75 And it has been held that knowledge of a shift boss of a mine who had no power to hire or discharge servants, and who was a fellow-servant of the miners rather than a vice principal, as to the incompetency of a fellow-servant, is not to be imputed to the company." 76 68 Knowledge of a mine boss, or of one filling his position, of unsafe condition of the mine, discovered while in the performance of his duty, is imputed to the company. Wellston Coal Co. v. Smith, 65 Ohio St. 70, 55 L. R. A. 99, 87 Am. St. Rep. 547, 61 N. E. 143. 69 Notice of the condition of the roof of a coal mine is imputed to the company where actual notice thereof was given to the timberman whose duty it was to examine and fix the roof. Consolidated Coal Co. v. Scheiber, 65 Ill. App. 304, aff'd 167 Ill. 539, 47 N. E. 1052. 70 Knowledge of the medical examiner of an insurance company, as to the falsity of representations made to him by the insured, is not imputed to the company where he was not authorized to enter into a contract of insurance or to make any waiver. John Hancock Mut. Life Ins. Co. v. Houpt, 113 Fed. 572; Caruthers v. Kansas Mut. Life Ins. Co., 108 Fed. 487. 71 Notice to a janitor of a depot, with no duties as to looking after passengers, of injuries being inflicted on a passenger in the depot, is not notice to the company. Tate v. Illinois Cent. R. Co., 26 Ky. L. Rep. 309, 341, 81 S. W. 256. 72 Notice to a collector of a corporation, without power to arrange either the terms or time of payments, of the retirement of a member of a firm indebted to the corporation, is not imputed to the corporation. Schwabacher Bros. & Co. v. Murphine, 74 Wash. 388, 133 Pac. 598. To same effect see Cowan v. Roberts, 133 N. C. 629, 45 S. E. 954. 73 Nehawka Bank V. Ingersoll (Neb.), 89 N. W. 618. A bank is not affected by notice given to one of its messengers by a member of a former partnership, to whom a draft on which the partnership is liable, and which has been renewed, is presented, that the partnership has been dissolved, and that the other partner is liable for its debts, where the agency of the messenger is confined to mere collections. Camp v. Southern Banking & Trust Co., 97 Ga. 582, 25 S. E. 362. 74 Gregmoore Orchard Co. v. Gilmour, 159 Mo. App. 204, 140 S. W. 763. 75 Chicago, B. & Q. R. Co. v. Hammond, 210 Ill. 187, 71 N. E. 576. 76 Weeks v. Scharer, 129 Fed. 333, 111 Fed. 330. Contra, see Baltimore & O. R. Co. v. Henthorne, 73 Fed. 634. So far as notice to an agent of the incompetency of a servant is concerned, in order to bind the master, it is held in most states that the master is not chargeable with the knowledge of an employee who has no power to dismiss the incompetent employee; 77 and this rule applies to corporations as employers as well as to others.78 Whether notice to or knowledge of an attorney is imputed to his client is governed by the general rules laid down herein, and there is nothing peculiar to the law of corporations where the client is a corporation. Therefore, reference should be made to textbooks relating to attorneys.79 § 2232. - Director or directors. In a preceding volume, it has been noticed that a director individually cannot bind the corporation, unless duly authorized to act as an agent; 80 and that ordinarily the directors collectively cannot bind the corporation except at a regular meeting. On the other hand, if a quorum is present, a majority of the quorum may act at a regular meeting.82 It follows that since the directors of a corporation collectively represent the corporation, and have general supervision and control over its affairs, a corporation clearly has notice of facts when knowledge thereof is communicated by one of them to the others, or by a third person, or knowledge is otherwise possessed by them, at a meeting of the board.83 Moreover, 77 3 Labatt, Master & Servant (2nd Ed.), § 1052d. So far as notice to a coporation, in order to bind it for injuries to an employee, is concerned, the general rule is that the knowledge of an employee who was a mere coservant of the injured person is not chargeable to the master, but that the master is charged with the knowledge of any servant who is a vice principal. 3 Labatt, Master & Servant (2nd Ed.), §§ 1050-1052. 78 Baltimore Elevator Co. v. Neal, 65 Md. 438, 5 Atl. 338; Smith v. St. Louis & S. F. Ry. Co., 151 Mo. 391, 48 L. R. A. 368, 52 S. W. 378; Reiser v. Pennsylvania Co., 152 Pa. 38, 39, 34 Am. St. Rep. 620, 25 Atl. 175. 79 See 1 Thornton, Attorneys at Law, § 151. 80 See § 1854, supra. 81 See § 1854, supra. 82 See §§ 1882-1888, supra. 83 Connecticut. Toll Bridge Co. v. Betsworth, 30 Conn. 380; Farmers' & Citizens' Bank v. Payne, 25 Conn. 444, 68 Am. Dec. 362. Missouri. City Bank of Columbus v. Phillips, 22 Mo. 85, 64 Am. Dec. 254. New York. Fulton Bank v. New York & S. Canal Co., 4 Paige 127. Pennsylvania. Bank of Pittsburgh v. Whitehead, 10 Watts (Pa.) 397, 36 Am. Dec. 186. Tennessee. Union Bank v. Campbell, 4 Humph. 394. A corporation will be held chargeable with knowledge possessed by its directors that one of the corporate officers is to receive a commission from the sale of certain land to the corporation to the extent, at least, of barring it from objecting to the valid ity of a mortgage given by it to se notice to the directors with respect to matters which are within their general powers as the governing body is none the less notice to the corporation because they have appointed a committee or a particular officer to act in such matters.84 On the other hand, whether or not a corporation is chargeable with notice of facts as to which individual directors have knowledge is not entirely clear, and the decisions on the question are conflicting. By the great weight of authority, however, since the directors do not individually represent the corporation, and have no power to bind it, except collectively and as a board, notice of facts casually acquired by individual directors, when they do not communicate their knowledge to the other directors or officers, and do not act officially in the matter, is not notice to the corporation.85 In any event, knowledge of a di cure the purchase price of the property. Blood v. La Serena Land & Water Co., 134 Cal. 361, 66 Pac. 317. 84 Bank of Pittsburgh v. Whitehead, 10 Watts (Pa.) 397, 36 Am. Dec. 186. 85 United States. Fidelity & Deposit Co. v. Courtney, 186 U. S. 342, 46 L. Ed. 1193. Alabama. Lucas v. Bank of Darien, 2 Stew. 280. Colorado. Murphy v. Gumaer, 12 Colo. App. 472, 55 Pac. 951. Connecticut. New Haven, M. & W. R. Co. v. Town of Chatham, 42 Conn. 465; Farrel Foundry v. Dart, 26 Conn. 376; Farmers' & Citizens' Bank v. Payne, 25 Conn. 444, 68 Am. Dec. 362. Illinois. Home Savings & State Bank v. Peoria Agricultural & Trotting Society, 206 Ill. 9, 99 Am. St. Rep. 132, 69 N. E. 17. Louisiana. Louisiana State Bank v. Senecal, 13 La. 525; Mercier v. Cononge, 8 La. Ann. 37. Maine. Fairfield Sav. Bank V. Chase, 72 Me. 226, 39 Am. Rep. 319. Maryland. Black v. First Nat. Bank, 96 Md. 399, 423, 54 Atl. 88; General Ins. Co. v. United States Ins. Co., 10 Md. 517, 69 Am. Dec. 174; Winchester v. Baltimore & S. R. Co., 4 Md. 231; United States Ins. Co. v. Shriver, 3 Md. Ch. 381. Massachusetts. Clarke v. Second IV Priv. Corp.-7 Nat. Bank, 177 Mass. 257, 59 N. E. 121; Innerarity v. Merchants' Nat. Bank, 139 Mass. 332, 52 Am. Rep. 710, 1 N. E. 282; Sawyer v. Pawners' Bank, 6 Allen 207. Michigan. Shaw v. Clark, 49 Mich. 384, 43 Am. Rep. 474, 13 N. W. 786. Missouri. Southern Commercial Sav. Bank v. Slattery's Adm'r, 166 Mo. 620, 66 S. W. 1066. Nebraska. Buffalo County Nat. Bank v. Sharpe, 40 Neb. 123, 58 N. W. 734. Nevada. Edwards v. Carson Water Co., 21 Nev. 469, 34 Pac. 381. New Hampshire. Buttrick v. Nashua & L. R. Co., 62 N. H. 413, 13 Am. St. Rep. 578. New Jersey. Thomson v. Central Passenger R. Co., 83 N. J. L. 777, 85 Atl. 201; First Nat. Bank of Hightstown v. Christopher, 40 N. J. L. 435, 29 Am. Rep. 262. New York. Casco Nat. Bank of Portland v. Clark, 139 N. Y. 307, 36 Am. St. Rep. 705, 34 N. E. 908; Mayor, etc., of New York v. Tenth Nat. Bank, 111 N. Y. 446, 18 N. E. 618; Westfield Bank v. Cornen, 37 N. Y. 320, 93 Am. Dec. 573; Shattuck v. Guardian Trust Co., 145 App. Div. 734, 130 N. Y. Supp. 658; Atlantic State Bank v. Savery, 18 Hun 36, 82 N. Y. 291; Bank of United States v. Davis, 2 rector of a bank of facts affecting bills of exchange discounted by the bank is not notice to the bank, where he is not acting for the bank when he acquires such knowledge, and is not present at the directors' meeting when the bills are discounted and does not communicate his knowledge to any other director or officer of the bank.86 So knowledge of a defective deed acquired by a director while examining the records on his own behalf merely, and not officially, is not notice to the corporation, where he does not communicate his knowledge to the board of directors or other officers.87 It has been held, however, that where notice is expressly given to a director of a corporation officially, for the purpose of its being communicated to the board, it is notice to the corporation, whether it is communicated to the board or not.88 However, it is difficult to recon Hill 451; National Bank v. Norton, 1 Hill 572; Fulton Bank v. New York & S. Canal Co., 4 Paige 127. North Carolina. Anthony v. Jeffress, 172 N. C. 378, 90 S. E. 414. Pennsylvania. Bard v. Penn Mut. Fire Ins. Co., 153 Pa. St. 257, 34 Am. St. Rep. 704, 25 Atl. 1124. Tennessee. Jones v. Planters' Bank, 9 Heisk. 455. Texas. Luling Oil & Manufacturing Co. v. Lane & Bodley Co., 49 Tex. Civ. App. 534, 109 S. W. 445. Virginia. Raven Red Ash Coal Co. v. Herron, 114 Va. 103, 75 S. E. 752. England. Powles v. Page, 3 C. B. 16. Compare Pittsburgh, C. & St. L. R. Co. v. Woolley, 12 Bush (Ky.) 451. And see the note on this subject in 6 South. Law Rev. (N. S.) 45. Knowledge obtained by a director, while not acting for the corporation, crdinarily is not imputable to the company. Gilkeson v. Thompson, 210 Pa. 355, 59 Atl. 1114. Notice to a director, when acting solely in his own private interest, is not notice to the corporation. Allmon v. Salem Building & Loan Ass'n, 275 Ill. 336, 114 N. E. 170. Mechem states the rule as follows: "But it is well settled, as a general rule, that the mere private knowledge of one or more individual directors 87 Farrel Foundry v. Dart, 26 Conn. 376. This would seem to follow as a matter of course. He was not acting officially as a director but merely as an individual, and hence it would seem that he comes within the rule already stated that knowledge acquired as an individual is not imputable to the corporation. However, if such director, although acquiring his knowledge merely as an individual, had acted as director at a board meeting, soon thereafter, in regard to a matter as to which such knowledge was material, it would probably be held that the knowledge would be imputed to the corporation, under the rule laid down supra in § 2222. 88 Pittsburgh, C. & St. L. R. Co. v. Woolley, 12 Bush (Ky.) 451; Boyd v. Chesapeake & O. Canal Co., 17 Md. 195, 79 Am. Dec. 646; General Ins. Co. |