the purpose of paying a debt for which the corporation was liable in equity. The debt was created for the purchase of this very real estate which is now in controversy. It was taken in the name of Edgarton, the secretary of the company, and Burch, as a mere matter of convenience, I apprehend, and they advanced on the payment of the purchase money something over $2,000, and then conveyed it to the corporation.

Now, it was to pay this money, by them advanced, that Mrs. Burch made the loan now in controversy. I say this has an important bearing upon the question of good faith, because it might well have been believed by Mrs. Burch that the secretary of the company had authority to use the bonds of the company for the purpose of raising money to pay this debt, which was a debt, in equity at least, against the corporation. Then, again, she received the bonds from the secretary of the corporation, and, I believe, it has been repeatedly held by the Supreme Court of the United States, and perhaps by other courts, that a purchaser of the bonds of a corporation may presume that an officer of the corporation, acting in the capacity of an agent of the corporation, is acting within his authority, unless actual or constructive notice is brought home to such purchaser.

But it is said that the husband of this lady knew the facts, and that notice to the husband is notice to the wife. I think, however, that this is not true for all purposes. When a married woman is acting or contracting with reference to her separate estate, it is well settled that she is to be regarded as a feme sole.

In regard to such transactions, especially under the more modern and enlightened view of the subject, she is as independent of her husband as he is of her. She is bound, then, in such transactions, only by notice given to him in so far as he acts as her agent. The Supreme Court of Missouri has stated this doctrine in the sixty-seventh volume of the Missouri Reports, page 601, in the case of Morrison v. Thistle, as follows: "In equity, husband and wife are not, in a large number of cases, regarded as one and the same person. They, for this reason, may sue and be sued, contract and be contracted with, and become the creditor or debtor of each other with like

effect, so far as regards equitable contemplation and rights, as if they had never become one flesh," citing numerous cases. Now, there is no proof that Mrs. Burch had any information with regard to the authority of the secretary of this company, except that she was assured that the transaction was all right and proper, and acted upon the faith of that assurance. Her husband was, in this case, in no sense her agent; on the contrary, he dealt not for her but with her; was one of the parties asking the loan from her, and I think, therefore, that this is not a case in which the doctrine of notice to the husband is notice to the wife, can have any force. It is also insisted that the trustee of Mrs. Burch, with respect to her separate estate (De Cordova), knew the facts, and that notice to him is notice to her; that is, that notice to the trustee is notice to the cestui que trust. The answer to that is that De Cordova, although her trustee with regard to her separate estate, was not her trustee with reference to this transaction at all. Holding as he did the naked title to her lands, and for her use and benefit, he joined with her in making the mortgage for the money to be loaned to these parties; but that was a separate transaction from the matter now in controversy, to wit, the hypothecation of these bonds, and with that the trustee had nothing to do.

The result of my examination of the case is that the exceptions to the report of the master must be overruled.

Exceptions overruled.

CROWLEY V. THE GENESEE MINING COMPANY.

(55 California, 273. Supreme Court, 1880.)

Contract, authority of agent.-The appointment of an agent for a corporation to make a contract for work and labor or service, upon the property of the corporation, need not be made under seal or by resolution of the Board of Directors, but his authority can be inferred from the admitted relations of the agent to the corporation, or from the course of business of the corporation itself.

Appeal from an order denying the defendant a new trial, in the Twenty-first District Court, County of Pluinas.

CLOUGH, J.

J. C. CHAPMAN, and J. D. GOODWIN, for appellant.

The authority of Quin to make the contract could not be implied from his admitted relation to the defendant: Gashwiler v. Willis, 33 Cal. 11; Yellow Jacket v. Stevenson, 5 Nev. 224. It was competent for the defendant to show that it never authorized or ratified the execution of the contract. The president, managing agent and superintendent of a corporation can not, by reason of such relation, bind the corporation Hall v. Auburn T. Co., 27 Cal. 255; Blen v. B. R. & A. Water & M. Co., 20 Id. 602; Richardson v. S. R. W. & M. Co., 22 Id. 150.

W. W. KELLOGG, R. H. F. VARIEL, and HAYMOND & ALLEN, for respondent.

The authority of Quin to make the contract is established from his admitted relations to the corporation: 37 Cal. 599; Civ. Code, § 2307, 2310, 2311, 2319, 2332, 2338; Jones v. Clark, 42 Cal. 180.

MCKEE, J.

On the trial of this case in the court below, it was admitted that one M. J. Quin was the president of the corporation, defendant in this case, and the superintendent and managing agent of its mines in Plumas County and had full control of its business in that county, its principal place of business being in the city of San Francisco. It was proved that he was the principal stockholder in the company. On the 11th of September, 1877, Quin employed the plaintiff to work in a quartz mine in Plumas County, belonging to the defendant, for the purpose of taking out what is known as "tribute rock," and delivering it at the defendant's quartz mine, to be crushed by the company at its mill, free of cost or expense to the plaintiff; and, as compensation for his services one half of the gross amount of the proceeds of each crushing was to be paid to the plaintiff. On the 12th of September, 1877, the plaintiff went to work under this agreement of taking out rock from

the mine, and continued to work for the defendant until January, 1878, when he was discharged by Quin.

Two crushings were made by the defendant, of rock taken out and delivered by the plaintiff: one on the 25th of October, 1877, and the other on the 7th of February, 1878. Of the proceeds of the first crushing, the plaintiff was paid according to the terms of the agreement. From the last crushing there was realized fifty and two eighths ounces of gold-dust, which was sent to the San Francisco mint for coinage; and after paying all expenses and mint charges, there was due to the plaintiff over $400, which the defendant failed or refused to pay to the plaintiff; and hence this suit.

It is objected by the corporation, that the agreement which was made with the plaintiff by its president, superintendent and managing agent, is not a contract, but a lease. But the agreement is a contract of employment under § 1965, Civil Code; and it is binding on the defendant if Quin had authority to make it. Plaintiff does not rely on the existence of an anthority of record; he did not claim or prove that the board of directors of the defendant had by resolution or order authorized Quin to make such a contract, or that the latter had ever informed the directors that he had made it. He himself claimed that Quin had authority from the admitted relations existing between him and the defendant.

Upon this theory the case was tried in the conrt below; and when the defendant offered to prove by Quin that the board of directors never authorized him to make such a contract with the plaintiff or any one else, and that he never informed the board of the execution or existence of the contract, and that the directors knew nothing of it, the court sustained an objection to the offer, and afterward refused to give the following instruction to the jury: "Neither the president, superintendent, nor the managing agent of the corporation can, by virtue of their said offices, execute such a contract binding the corporation." And, while the court gave the following instruction to the jury, which was asked by the defendant, viz.: "If you believe, from the evidence, that the said Quin, as the managing agent or the superintendent of the defendant, entered into the contract charged in plaintiff's complaint, before you can hold this defendant liable for a breach of said

contract, you must further find that either the board of directors authorized said Quin to make such contract, or that, after being informed of the nature of said contract, the board of directors ratified the same "-yet it accompanied the instruction with the following modification, viz.: "But the fact that such authority was given to the superintendent may be inferred from his admitted relations to the corporation defendant."

The question therefore arises, whether the appointment of an agent for a corporation to make a contract for work and labor, or services, upon the property of the corporation, must be made under seal or by resolution, or whether it can be inferred from the admitted relations of the agent to the corporation, or from the course of business of the corporation itself.

The common law rule, that a corporation has no capacity to act, or to make a contract, except under its common seal, has been long since exploded in this country. Even in England, it has been found to be impracticable, so that the classes of cases which constitute exceptions to the rule have become so numerous that the exceptions have almost abrogated the rule. In the United States, nothing more is requisite than to show the authority of the agent to contract. That authority may be conferred by the corporation at a regular meeting of the directors, or by their separate assent, or by any other mode of their doing such acts. "If this were not so," says Mr. Chief Justice Redfield, "it would lead to very great injustice, for it is notorious that the transaction of the ordinary business of railways, banks, and similar corporations in this country, is without any formal meetings or votes of the board. Hence, there follows a necessity of giving effect to the acts of such corporations, according to the mode in which they choose to allow them to be transacted. If this were not done, it would become impossible to dispose of such contracts with any hope of reaching the truth and justice of the rights and duties of the several parties involved. This is merely holding corporations to such rules of action as they see fit to adopt for their own guidance and the transaction of their business": Bank of Middlebury v. Rutland R. R. Co., 30 Vt. 159. When, therefore, the defendant admitted, on the trial of the

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