be elected, and an election contrary to it would unquestionably be voidable, yet, if the officer has come in under color of right, and not in open contempt of all right whatever, he is an officer de facto,—within his sphere, an agent of the corporation, and his acts and contracts will be binding upon it.' Where an action has been commenced by the officers de facto of a corporation, no other persons claiming a right to act as the officers of the corporation, the defendant cannot be permitted to show, for the purpose of defeating the action, that the officers were illegally elected. On the other hand, the service of process upon the secretary de facto of a manufacturing corporation, for the purpose of attaching the stock of the company, was held good under a statute regulating such process." Where an abbot or parson erroneously inducted made a deed or obligation, though he was afterwards deprived of his benefice, yet this shall bind; but the deed of one who usurps before installation or induction, or who enters and occupies in time of vacation, without election or presentation, is void. So, if one occupies as abbot of his own head, without installation or induction, his deed shall not bind the house. In a case where it appeared that the queen's auditor and surveyor of a county had appointed a steward of a manor without any right so to do, it was moved by the counsel, and conceded by the court, that a copy granted by the steward de facto in court, he having admitted the tenant, and the fine being an

'The King v. Leslie, And. R. 163; S. C. 2 Stra. 190; Vestry of St. Luke's Church v. Matthews, 4 Dessau. (S. C.) R. 578, 586; Vernon Society v. Hills, 6 Cowen (N. Y.) R. 23; All Saints Church v. Lovett, 1 Hall (N. Y) R. 191; Riddle v. County of Bedford, 7 Serg. & Rawle (Penn.) R. 392; York County v. Small, 9 Watts & Serg. (Penn.) R. 320; Kingsbury v. Ledyard, 2 Watts & Serg. (Penn.) R. 41; McGargell v. The Hazleton Coal Co. 4 Watts & Serg. (Penn.) R. 425; Despatch Line of Packets v. Bellamy Manufacturing Co. and Trustees, 12 New Hampshire R. 205.

* Charitable Association v. Baldwin, 1 Metcalf (Mass.) R. 359; and see Green v. Cady, 9 Wend. (N. Y.) R. 414.

McCall v. Byram Manufacturing Company, 6 Conn. R. 428.
Vin. Abr. Officer and Offices, G. 4, pl. 1.

swered to the queen, was good; "for," say they, "the law favors the acts of one in a reputed authority; and the inferior shall never inquire if his authority be lawful;" and 2 Edw. 6. Br. " Copy, 26, it was held, that grant by copy by one in court, who hath no authority to hold court, is good." The case, it is true, went off on the special ground that the grant in question was void, not being a thing of necessity, but a new grant in prejudice to the queen, as a lady of the manor by escheat for felony.'

2

A person, by color of election, may be an officer de facto, though indisputably ineligible; or though the office was not vacant, but there was an existing officer de jure at the time." Indeed, it seems to be clear law, that the act of an officer de facto is good, wherever it concerns a third person, who had a previous right to the act, or had paid a valuable consideration for it; and this, whether the act concerns the preservation of the corporation or not. In a case in Pennsylvania, it appearing that a bank was governed by thirteen directors, five of whom were competent to the business of ordinary discounts, but nothing less than a majority of the whole number constituted a quorum for transacting any other business; and a director was elected at a meeting at which five only of the board were present; it was held, that, having color of election, he was a director de facto; and that, as an agent of the corporation, his acts were valid, at least as between the bank and third persons. The best definition we have seen of an officer de facto is that given by Lord Ellenborough in The King v. The Corporation of Bedford Level. "An officer de facto,"

1 Harris v. Jays, 2 Cro. E. 699.

2

Knight v. The Corporation of Wells, Lutw. 508.

3 O'Brien v. Knivan, Cro. Jac. 552; Harris v. Jays, Cro. E. 699. The King v. Leslie, And. R. 163; Riddle v. County of Bedford, 7 Serg.

& Rawle (Penn.) R. 392; Lathrop v. Bank of Scioto, 8 Dana (Ky.) R.

115.

* Baird v. The Bank of Washington, 11 Serg. & Rawle (Penn.) R. 411.

See Ex parte Rogers, 7 Cow. (N. Y.) R. 530, n.

66 East R. 368, 369; and see Parker v. Kett, 1 Ld. Raymd. 658.

says he, "is one who has the reputation of being the officer he assumes to be, and yet is not a good officer in point of law." He instances the case of an under-steward when the headsteward, his principal, is dead; who having color to assemble the tenants, if they do their service, the acts which he does, in consideration of it, are good. "This," says Lord Ellenborough, "must be understood of acts of the under-steward after the death of his principal, and before his death is known; for if that were known to the tenants, what color could he have to act? It is said that the acts of a steward de facto are good, because the suitors cannot examine his title; but when his authority has notoriously ceased, no such reason obtains." 2 The cases usually found in the books concerning officers de facto are cases in which the form of election, though imperfectly, seems to have been observed; or those in which the officer came rightfully into office, though he improperly continues to exercise its functions, as in the instance of the understeward above quoted. A person in office, without even the form of election, might, within the terms of Lord Ellenborough's definition, have the reputation of being the officer he assumes to be; and in such case, unless the act of incorporation or general statute law expressly avoids them, if the corporation held him out to the world as its officer, his acts would be binding on it as the acts of its agent, whether he was technically an officer de facto, or not."

$5. Where the term for which a particular officer or agent of a corporation shall hold his office or agency, by virtue of an election or appointment, is prescribed by charter, act of incorporation, or general law, as a general rule, his power

Knowles v. Luce, Moor, 112.

2 The King v. The Corporation of Bedford Level, 6 East, 369.

3 Bank of U. S. v. Dandridge, 12 Wheat. R. 70; Union Bank of Maryland v. Ridgeley, 1 Harris & Gill (Md.) R. 421, 422, &c.; Wild v. Bank of Passamaquoddy, 3 Mason C. C. R. 505; Barrington and others v. The Bank of Washington, 14 Serg. & Rawle (Penn.) R. 405; Minor v. Mech. Bank of Alexandria, 1 Pet. 46.

of course ceases with the expiration of the term;' though unquestionably the corporation may be liable for his acts and contracts in favor of third persons, if they still continue to hold him out as their servant. With the agent of a corporation, as with an agent of a natural person, if he is appointed for a special purpose, his power determines when that purpose is answered." Where, on the other hand, the act of incorporation does not limit the term of his agency, this must depend upon the term of his appointment; and where no term is prescribed at the time of his creation, whether his agency continues until his powers are specially revoked or not, must depend, as in ordinary cases, upon its nature. If the agency be general, and unlimited as to term, it lasts, of course, until the powers given are revoked. As the death of a natural person revokes all authority given to his agents, so must, so to speak, the death of a corporation, whether it takes place by limitation of law, or forfeiture of chartered rights; for there is then no master to serve. The death, however, of the particular officers of a corporation, or of the members of a particular board, who may be vested with the power of appointing its agents, does not determine their agency, or revoke their power; for the principal, the corporation, still subsists." Accordingly, if any corporation aggregate, as a mayor and commonalty, or dean and chapter, make a feoffment and letter of attorney to deliver seisin, this authority does not determine by the death of the mayor or dean; but the attorney may well execute the power after their death; because the letter of attorney is an authority from the body aggregate, which subsists after the death of the mayor or dean, and, therefore, may be represented by an attorney of their appointment; but if the dean or mayor

1

Curling v. Chalklen, 3 Maule & Sel. 510, 511; Peppin v. Cooper, 2 Barn. & Ald. 431.

434.

Union Bank of Maryland . Ridgeley, 1 Harris & Gill (Md.) R. 433,

Bac. Abr. Authority, E. 14 II. 8, 3; 11 H. 7, 19; Co. Lit. 52; 2 Roll. Abr. 12.

be named by their own private name, and die before livery, or be removed, livery after seems not good. The rule is different with regard to the deputy of an officer or agent; for though in Knowles v. Luce, it seem to have been held generally, that the acts of an under-steward were good, though the headsteward be dead, the Court of King's Bench, in King v. The Corporation of Bedford Level,' declare, that this must be understood of the acts of the under-steward after the death of his principal, and before his death is known, on the ground of his color of right. In this last case, where it appeared that a corporation had, at the request of their registrar, appointed a deputy registrar to assist him, it was considered that the authority of the latter was determined by the death of the former, upon the general principle.*

5

Though the power of appointing a particular officer or agent of a corporation be vested in a body, as the directors, managers, &c., existing within it, it does not follow that the authority of the agent is determined by the removal of the board which appointed him; or that because they are appointed but for a year, his agency expires with that period. Thus, where a letter of attorney was given by the directors of a bank, it was held, that the attorney might execute his power under it, after the term for which the directors were appointed had expired, since the constituent, to wit, the corporation, still continued in existence."

And where the charter of a bank empowered the directors for the time being, to appoint a cashier and such other officers

12 Roll. Abr. 12.

2 Moor, 112; Parker v. Kett, 1 Ld. Raymd. 661; and see I Watkins on Copyh. 257.

6 East, 369.

4 Ibid.

" Anderson v. Longden, 1 Wheat. R. 85; John Brown v. The Inhabitants of the County of Somerset, 11 Mass. R. 221; Northampton Bank v. Pepoon, 11 Mass. R. 288; Dedham Bank v. Chickering, 3 Pick. (Mass.) R.

335.

Northampton Bank v. Pepoon, 11 Mass. R. 294.