Whether the stipulations in the articles of assignment, on the part of the creditors of Moses Garfield, amount to a technical release, or contain a mere covenant not to sue, we have not found it necessary to consider particularly.
Assuming the instrument to be a technical release, on the part of those who executed it, the defendant has failed to sustain the position, that it was duly executed by the plaintiffs. If executed at all, it was in this form: “ Dedham Savings Bank, by Enos Foord, Tr.” No exception is now taken to the misrecital of the corporate name of the plaintiffs; but it is denied, that Foord had any authority to give a technical release under seal, operating to discharge not only Garfield, but a copromisor in a joint and several note. It is to be borne in mind, that the question here raised is not whether Foord, as treasurer, might not have received payment of this note in cash, or its equivalent, in the ordinary course of business, but whether he had authority to give a technical release under seal, which should be equally good with or without any consideration. Upon this point we have no doubt. The office of treasurer does not, of itself, confer any such power; and if it exists, it must be shown by some vote authorizing the treasurer to execute such a release. We are referred to no such vote, and in the absence of authority delegated to him, Foord would not, by virtue of his office of treasurer merely, be authorized to give a release.
It is urged, however, that the plaintiffs have ratified the act of Foord, which has thus become effectual to discharge the defendant. If they have done so, that will, of course, be the result; but this position, as to ratification, must be established by adequate proof. There was no such proof in the case, or any evidence that would warrant a jury to find such a ratification.
The payment of a dividend, by the assignees of Garfield, to the successor in office of Foord, would give no intimation, *412that an assignment had been made and accepted, with a release clause to joint and several promisors with Garfield. Indeed, the new treasurer testified, that he had no knowledge that any such instrument had been executed by Fobrd. Nor would the indorsement made upon this note, or the credit to the plaintiffs by the treasurer, which were submitted to the committee of the plaintiffs, have given them any notice of the execution of the release. They might have notice, therefore, that Garfield had transferred his property to assignees, but whether under a common assignment, as practised before the statute of 1836, c. 238, which might have been with or without the release clause, or under the statute just cited, where the creditors do not execute the assignment-, would be unknown to them. The ruling of the court of common pleas, that there was not sufficient evidence of an authority to Foord to execute the release, nor of the confirmation by the plaintiffs of his act, was correct, and the exceptions taken thereto must be overruled. Exceptions overruled.