Wyncoop v. Congregational Society of Bellvue

Wright, C. J.

The point made by the demurrer is, that while the trustees are prohibited from incurring a debt to the amount claimed, yet this furnishes no ground of defence to the society, for the reason that as a corporation it has no power to limit the amount of its indebtedness, so far at least as relates to the liability of its corporate property or means. This position however loses sight of the real question involved and decided by the court below. The point is that the society had not by its constitution given power to the trustees to contract this debt, or any other, except by a vote or with the sanction of the society. And this it was certainly competent to do. The plain-and familiar rule applies, that one agent can not bind his principal, except when acting within the scope of his authority.

The suggestion that one part of plaintiff’s petition as upon an account stated and that this shows the sanction and approval of the society, can not aid them for the reason that the portion of the answer demurred to takes issue upon this with other parts' of the petition and its sufficiency as a legal de-fence is the only point made by the demurrer. What the *187truth is, that is, whether the society did approve of the action of the trustees, or by its vote contract the indebtedness, are . questions not now to be determined.

The demurrer was properly overruled and the judgment is affirmed.