Page:Federal Reporter, 1st Series, Volume 8.djvu/26

Ip . , FEDERAL BSPOBTBB. �(the direetor) was a rnejnber of the board, participating at tUe Urne in dis- countip,g of bilis and notes as one of the directors of the bank." Page 463. The decision in Myers v. Ross, 3 Head, (Tenu.) 59, proceeded on that ground. See page 62. In Alabama the courts have not been willing to go as far, and in a case similar to Bank of U. 8. v. Davis, supra, — Terrill v. Branch Bank at Mobile, 12 Ala. CS. S.) 502, — held that the bauk was entitled to recover. But it seems that the corporation has generally been held chargeable with notice when a direetor, who had knowledge of defects, aoted for the corporation in the transaction; in each case though, where the corporation has been held responsible for the knowledge Of the direetor, this element has been present. National Seaarlty Bank v, Cushman, 122 Mass. 490; Bank of New Milford V. Town of New Milford, 36 Conn. 93; 1 Hall, (K T.) 480; Clei-M Savings Bank v. Thomas, 2 Mo. App. 367 ; Smith v. South Royalton Bank, 32 Vt. 341. �The mere fact that one who has knowledge of certain facts is a direetor of the corporation, if he does not communicate it to the board of directors or other proper olHcers, or does not act in the transaction, will not charge the corporation with notice of such facts. Farrell Foundry Co. v. Dart, 26 Conn. 376; eeneral Ins. Co. v. U. 8. Ins. Co. 10 Md. 517; U. S. Ins. Co. v. Shriver, 3 Md. Ch. Dec. 381 ; Fulton Bank v. N. Y. & Sharon Canal Co. 4 Paige, Ch. 127; Powles v. Page, 3 C. B. 16, 10 Jur. 526; Farmers", etc., Bank v. Payne, 25 Conn, 444; National Bank v. Norton, 1 Hill, 572; 2 Hill, 451; Wade on Notice, § 683. �And if the direetor or other officer of the corporation did not act for it in the transaction, but was an adversary to ifc, and especially if perpetrating a fraud upon it, the corporation will not be bound by knowledge which he possessed. Commercial Bank v. Cunningham, 24 Pick. (Mass.) 270 ; Wash- ington Bank v. Lerms^ 22 Pick. (Mass.) 24; City Bank of N. T. v. Barnard, 1 Hall, (N. Y.) 70; Stratton v. Allen, 1 C. E. Green, (N. J. Eq.) 229; Steverir son V. Bay City, 26 Mich. 44; Thompson v. Cartioright, 33 Beavan, 189. �Thus, where the president or other officer of the corporation sold real estate to it, any knowledge of equities or defects which he may have had, unless he communicated such knowledge to the corporation, will not bind it. Wiw- chester v. Baltimore, etc., R. Co. 4 Md. 231 ; Wickersham v. Chicago Zinc. Co. 18 Kan. 481; Barnes v. Trenton Gas-Light Co. 27 N. J. Eq. 33; La Farge, etc., Ins. Co. v. Bell, 22 Barb. 54. In Hoffman, etc., Co. v. Cumberland, etc., Co. 16 Md. 456, the corporation was held affected with noticel, but its forma- tion, acquiring of title, and the circumstances impairing its title, all arose ont of one entire plan. �A distinction has been attempted to be made between a mere direetor and "the president, eashier, or other executive officer" of the corporation. It is submitted that when the information cornes to a direetor or other officer other- wise than as an officer of the company, {i. e., casually or by reason of his con- nection with other matters,) the question of the liability of the corporation therefor is to be determined by the same rules, whether the person be merely a direetor or whether he be an executive officer. If Mr. Wade, in Ma work on Notice, (§ 675,) intends to maintain (as it seems he does) that there is a differ- ence, his citations do not sustain the proposition. In the case of Bank of New Milford v. Tuum of New Milford, 36 Conn. 93, the officer not only ��� �