CHAPTER XXXVIII.

OFFICERS AND AGENTS.

480. Company Bound by Acts of 483. General Superintendent.

Company Bound by Acts of Agents.

480. Like all other corporations, railroad companies must act through their officers and agents, and any acts performed by such officers and agents within the scope of their employment binds the company.1

President.

481. The president of a railroad company has no authority to give or grant away any of the company's property or franchises, and what he cannot do by direct act he cannot do by estoppel.

Three railroad companies united in building a railroad to connect all three roads. All of the stock of the connecting road was owned by the three roads. A section of the connecting road was built by one the companies upon its own property and in its own yards. No damages were paid by the connecting road, nor was any grant made

1Caley . Philadelphia & Chester Co. R. R., 80 Pa. 363 (1876). As to authority of directors over stock subscriptions see Philadelphia, Wilmington, & Balt. R. R. v. Cowell, 28 Pa. 329 (1857); Cass v. Pittsburgh, Virginia & Charleston Ry, 80 Pa. 31 (1876); Bedford R. R. v. Bowser, 48 Pa. 29 (1864); Pittsburgh & Steubenville R. R. r. Allegheny Co., 79 Pa. 210 (1875). See chapter II, supra.

to it of this portion of its line. It was claimed, however, that acts and declarations of the president of the company which built this section estopped his company from denying the title of the connecting road to this property. It was held that the president had no authority to grant away any of his company's property, and that his acts and declarations would not estop it.'

The president of a railroad company has no implied power to borrow the stock of a stockholder of the company, and if he does borrow such stock and converts it to his own use, the railroad company is not liable to the stockholder for the loss.2

The president of a railroad company is personally liable for the taking and conversion of lumber, unless he shows that the company bought the lumber or had authority to take it. The company is bound by the asgurances of the president to a proposed subscriber to the stock, that certain conditions which the subscriber suggests shall be a part of the contract.*

Treasurer.

482. The treasurer of a railroad has power to bind the company by accepting a bill of exchange. He may also make a valid call for stock subscriptions under general authority from the board of directors.

Pennsylvania R. R. Company's Ap., Junction R. R. Case, 80 Pa. 265 (1876). * Wright's Ap, 99 Pa. 425 (1882).

Barton v. Willey, 2 W. N. C. 157 (1875).

McCarty v. Selinsgrove & North Branch R. R., 87 Pa. 332 (1878); Pittsburgh & Stenbenville R. R. v. Stewart, 41 Pa. 54 (1861). But the company will not be bound by a secret agreement by the president that the subscriber was not to pay for the stock or hold it. Such an agreement would be a fraud upon the company: Robinson v. Pittsburgh & Connellsville R. R., 32 Pa. 334 (1858). See chapter II, supra.

3 5 Hanson v. R. R. Co., 1 W. N. C. 7 (1874); Graham v. R. R. Co., 1 W. N. C. 40 (1874).

"Hays v. Pittsburgh & Steubenville R. R., 38 Pa. 81 (1860).

General Superintendent.

483. A railroad company is not responsible for a libel of an employee published by the company's general superintendent without authority from the corporation.1

Ticket Agent.

484. A ticket agent of a railroad company cannot lawfully contract to render service during the same time to another company without clear proof of the knowledge and consent of his employer, both to the employment by the other company and the and the payment of compensation.2

Conductors.

485. The conductor of a street car is entitled to money found by him in the car, if no owner appears to claim the money after advertisement has been made. If the conductor has deposited the money, pending investigation, in the hands of the receiver of the railroad company, he can subsequently recover from the receiver.3

486. Where a number of persons not incorporated are yet informally associated together in the pursuit of a common object, and with the intent to procure a charter in the furtherance of their design, they may authorize cerain acts to be done by one or more of their number, with understanding that compensation shall be made thereby the company when fully formed. And if such re necessary to the organization and its objects, and sequently accepted by the company, and the beneeof enjoyed by them, they must take such benefits

Pittsburgh & Lake Erie R. R., 139 Pa. 289 (1891).

a R. R. v. Flanigan, 112 Pa. 558 (1886).

pless, 6 Phila. 18 (1865).