Agents. Questions. 1. Are the shareholders the agents for the corporation ? 2. Are the individual directors the agents for the corporation? 3. Is each partner an agent for the firm? 4. What is the distinction between general and special agents with reference to their implied powers? 5. Can an individual or corporation do by an agent whatever they could do themselves? 6. Has an agent power to execute commercial paper? 7. Has an agent power to indorse commercial paper? 8. Has an Agent power to indorse for accomodation? 9. If an Agent draws a bill in his own name, and the instrument shows that payment is to be made on account of his principal, can the drawee maintain an action against the agent? 10. If a note is signed by an agent, and the word agent added, but there is nothing to indicate the principal, who is liable? 11. Is authority to draw, also authority to accept and indorse? 12. Is a corporation liable for the frauds of its agents? 13. Are corporations bound by the acts of their agents the same as individuals ? 14. What is the liability of an Agent when he exceeds his authority? 15. If I am trustee for the management of certain property, can I delegate the performance of any of my trust duties to an agent? 16. If I am required in an action to make a certain affadavit, can it be sworn to by my agent? 17. I gave my agent authority to sign a note for me, payable in six months, he signed a note payable in sixty days, am I liable? 18. A, an agent made an unauthorized purchase of goods from B. C., attached these goods as the property of B, and then A's principal ratified the purchase. Who has a right to the goods? 19. A note "sixty days after date I promise to pay $1000 etc. signed H. C. M. agent of A. C. J., who is liable on the note ? Suppose it had been signed H. C. M. agent for A. C. J. 20. A check payable to the order of John Doe, cashier of a bank, and indorsed by him, is he personally liable as indorser? Agents Answers. 1. No they are not, unless specially appointed, a shareholder cannot bind his corporation by his admissions or acts, in the mere character of shareholder, unless he be an officer acting within his authority, to act as agent, he must be duly anthorized. 2. No, not unless specially appointed. The directors must act together as a board, the separate assent of a majority of the directors will not bind the corporation if not obtained at a regularly convened meeting, unless it is subsequently ratified. When directors do not consult together as a board, their acts are private and unofficial. 3. Yes, every partner in an ordinary partnership is its general agent for the transaction of its business in the ordinary way, and the firm will be held responsible for whatever is done by any of the partners when acting for the firm within the scope of the authority conferred by the nature of its business. 4. There is little or no distinction between the implied powers of general and special agents, a general agent may have general authority to act in all matters, and a special agent has special authority to act in certain things. 5. Yes, but the agent cannot do anything his principal could not do. 6. Not unless the authority be given, this authority is not presumed, but must be shown, excepting bank cashiers, their power is ascribed by implication of law. 7. Bank cashiers and the general managers of most corporations have power to indorse by implication of law. An agent of a corporation may have authority to transfer commercial paper by indorsement, without authority to bind the company as indorser. The power to make, accept or indorse commercial paper, like any other power in an agent of a corporation may, on principles be inf rrel from the public habit of exercising it. 8. No. 9. No. 10. The agent would be liable, but if an indorsement be made in this form the agent would not be liable as an indorser, because it would be considered as intending only to pass the property in the paper and would be equivalent to an indorsement, "without recourse." 11. No, it is not. 12. Yes. 13. Yes, corporations are bound by the acts of their agents, done within the scope of their authority, just the same as individuals, unless their charters expressly provide otherwise. 14. When an agent exceeds his authority, he will be personally liable. 15. A trustee has no power to delegate the performance of any act which requires his personal discretion. It is his personal qualification that has caused his selection as trustee. I might say however that where the acts are merely clerical, and require no discretion, the trustee can delegate such work to another. 16. If the affidavit is one of mere form, an agent could be sworn, otherwise you would have to swear to it personally. 17. No, a special power must be followed strictly. 18. They belong to "C." Ratification does not relate back so as to defect the rights of intervening parties. 19. If the signature was H. C. M. agent of the A. C. J. the liability would rest on H. C. M. alone. If the signature was H. C. M. agent for A. J. C., A. J. C. would be held liable, the two expressions are not held to be identical. In Colorado " Agent for" will not bind the Principal. 20. No, where negotiable paper is made payable to an agent of a corporation, as such, it is treated as payable to the principal, and an indorsement, "John Doe, Cashier" is held to be an indorsement by the principal. If the check had been payable to John Doe individually, he would have been personally liable in the indorsement. Alterations of Commercial Paper Questions. 1. What is a material alteration of commercial paper? 2. If the words "with interest" be added on a note, what is the effect of the alteration? 3. If the name of a second indorser as additional payee is inserted on a note, what is the effect of the alteration? 4. What would be the effect of the alteration if an additional name is added as maker to the face of a note? 5. If it is an alteration to add place of payment on a note, what would be the effect? 6. If a certain rate of interest is added to a certificate of deposit, what effect would the alteration have? 7. If the amount of a note is reduced, what effect would the alteration have? 8. To alter the date of a check, what would be the effect? 9. If the date of a note is changed, even though it benefit the maker, what would be the effect? 10. What would be the effect if I procure an additional signer to the face of a note, after its inception ? 11. What is the effect of an alteration of a surety bond? 12. If the date of a note is altered, would it be void in the hands of an innocent purchaser? 13. If a draft is drawn payable in a certain place, and it is permitted to be accepted payable elsewhere, what would be the effect? 14. If an extension of time of payment is indorsed on a note without consent of the maker, what would be the effect? 15. Can mistakes in a note or bill be corrected? Alterations of Commercial Paper. Answers. 1. A material alteration is one that will lessen or increase the burden of any of the parties to a negotiable instrument, such as changes in the date, time, place, amount, rate of interest, or change the liabilities or obligations of any or all of the parties, such as adding or removing the name of a maker, drawer, indorser, payee or co-surety, or adding words of negotiability, changing the form of an indorsement, or changing.the liability from joint to several. 2. This would be a material alteration if added without consent, and would release the maker and indorser, because it is a different contract than originally entered into. 3. It would release them. 4. It would release the other makers. 5. To alter a note by adding a place of payment without the consent of an indorser, would release the indorser. 6. If added without consent, it would destroy the certificate and extinguish the debt it represented. 7. If made without the consent of maker and indorser, they would be released. 8. If a bank pays a check with the date altered, it would have to make good the amount. 9. It would release him. 10. It would release the signers. 11. Even though the alteration be for the benefit of the surety, it would release him, if made without his authority. 12. Yes. 13. The acceptance would release the drawer and indorsers and make the collecting bank absolutely liable for its payment. 14. An indorsement so made, without the consent of the maker, is an alteration which would vitiate the note. 15. Mistakes in a note or bill may be corrected, and the alteration will not vitiate it, when possible have the maker make the corrections. Assessments and Calls. 1. Can a corporation assess their shares after they have been fully paid for? 2. Must assessments and calls be made ratably upon all shareholders of the same class? |