Connor, J.,
after stating the case: The trial of this case took quite a wide range and the record comes to this Court in a somewhat confused condition. Much of the testimony and a number of the exceptions are rendered immaterial by the elimination of Russell, one of the original plaintiffs, by the verdict’ of the jury in finding that his interest in the property passed to his coplain-tiff the Asheville Supply and Foundry Company. The jury having found that the title to the property was, prior to the sale by Whitson, trustee, in the Asheville Supply and Foundry Company, the sole question is, whether this corporation has lost or been deprived of its title by what occurred at the time of the sale by Whitson, trustee. There is no suggestion that it has sold the property or, by any contract, parted with its title. It is, however, alleged in the supplemental answer and testimony [743]*743introduced to sustain tbe contention tbat it bas lost its title by way of estoppel in pais. His Honor, being of tbe opinion tbat if tbe evidence bearing upon tbis issue was believed by tbe jury tbey should answer it in tbe affirmative, so instructed tbem. Tbe contention of tbe plaintiff corporation to tbe contrary, while not presented by an exception to tbe charge, is presented by exceptions to tbe admission of tbe evidence and by motion for judgment upon tbe whole of tbe evidence. It would have been better practice to have excepted to tbe instruction on tbe fifth issue, but we think its other exceptions fairly present its contentions. Tbe answers to tbe sixth and seventh issues 'are, as bis Honor held, dependent upon tbe correctness of tbe instruction upon tbe fifth, hence tbe question upon which tbe decision of tbe appeal must rest is, whether bis Honor correctly admitted and interpreted tbe evidence relevant to the alleged estoppel. It is unquestionably true, and quite elementary, tbat title to property may pass, or at least tbe true owner may be precluded from asserting bis title, as against a purchaser from one having no title, by conduct which comes within tbe definition of an estoppel in pais. In Mason v. Williams, 53 N. C., 478, it appeared tbat tbe plaintiff was tbe owner of an engine; tbat, at a sale'made by Pescud, trustee, be was present and upon tbe statement being made in bis bearing tbat Peseud’s title was good, made no objection, and 'bid on tbe property. It was purchased by defendant. Mason thereafter sued him for tbe property. Tbe court, upon an agreed state of facts, held tbat plaintiff was estopped. Battle, J., thus states tbe contention of tbe defendant: “The argument is tbat it. must be taken either tbat tbe plaintiff bad waived bis title and thereby authorized Pescud to sell tbe engine,'or tbat be canot now be allowed to assert it, because it would be a fraud upon tbe defendant to permit him to do so.” Tbe judgment was reversed because.tbe court did not submit tbe questions, upon which tbe estoppel depended, to tbe jury. Tbe principle upon which tbe rights of tbe parties depended is thus stated by tbe learned justice: “When one purchases a chattel from one who is not tbe owner of it, and it is admitted by tbe parties or found by tbe jury as a fact tbat tbe purchaser was induced to make -the purchase by tbe declarations and acts of tbe true [744]*744owner, tbe latter will be estopped from impeaching the transaction.” This principle lies at the base of the doctrine of estop-pel which, as said by Pearson, J., in Armfield v. Moore, 44 N. C., 159, “lies at the foundation of all fair dealing between man and man.” The case of Mason v. Williams came before this Court, upon a second appeal, and is reported in 66 N. C., 564. The court below, Barnes, J., charged the jury that “If the evidence satisfied them that the defendant was induced to make the purchase by the declarations or acts of the plaintiff, the latter would be estopped from impeaching the transaction.” The majority of the Court sustained the charge and affirmed the judgment for the defendant. Pearson, G. J., and Diclc, J., dissented, not from the language of the instruction, but from its application to the facts, and Justice Boy den “concurred in the principles set out in the dissent, but felt bound by the verdict of the jury.” Conceding, for the purpose of this discus-sion, that the language'used by Mr. Bourne, the attorney for plaintiff, and of Mr. Woody, comes within the principle of Mason v. Williams and other cases, and that, if they or either of them had been the owners of the property, the jury would have been justified in finding that they were estopped, the question arises whether they bore such relation to the corporation as entitled them or either of them to authorize Whits’on, trustee, to sell its property or to make it a fraud upon Westall to assert its title against him. Mr. Bourne was counsel at the time of the sale for plaintiff corporation and for Whitson, trustee. He says: “At the trustee’s sale I attended as counsel for the trustee. My firm was general counsel for the Asheville Supply and Foundry Company.” An inspection of the testimony does not disclose that Mr. Bourne had any other or further power to bind his clients in respect to the' property than pertained to his employment as an attorney at law. We do not find that he was attorney in fact. Giving, therefore, the full legal import to his language at the time of the sale contended for by defendant, and conceding that it was sufficient, as a matter of law, to estop him, we do not think it could have such effect upon the rights of his client. He certainly had no authority to sell the property, or to authorize Whitson, trustee, to do so. “The powers of an [745]*745attorney are to be determined, in a large measure, from the purpose of bis employment; lie bas an implied authority to do.anything necessarily incidental to the discharge of the purpose for which he was retained, but beyond this his power ceases.” 3 Am. and Eng. Ency., 345. In Moye v. Cogdell, 69 N. C., 93, it was said: “An attorney cannot compromise his client’s case without special authority to do so, nor can he receive in payment of a debt due his client anything except the legal currency of the country.” It was held, in that case, that an attorney employed to collect a debt by judgment could not release the ■judgment by taking a draft at sixty days. We are of theopinion that the evidence of Mr. Bourne’s declarations at the time of the sale was not admissible for the purpose of affecting plaintiff’s title, nor, after being admitted, could they be given such effect. In regard to Mr. Woody’s authority to bind the corporation, there is more doubt. Mr. Westall says, “He is the manager of the Asheville Supply and Foundry Company and, I think, president, but I am not sure. * * * I know he claimed to be general manager — managing the business.” ‘Mr. Woody was dead at the timé of the' trial. It seems that Mr. Speed was president of the plaintiff corporation. In the affidavit to the complaint Mr. Woody describes himself as the “general manager.” It does not appear what his duties or powers are, or to what extent he was empowered to represent and act for the corporation in respect to the sale of this property, or compromise its rights in the litigation. The extent of the power of the general manager of a corporation to dispose of its property out of the usual course of its business depends largely upon the character of the business, the charter, by-laws, etc. We could not say, as a matter of law, in the absence of any evidence upon these points, that he had such power.
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Connor, J.,
after stating the case: The trial of this case took quite a wide range and the record comes to this Court in a somewhat confused condition. Much of the testimony and a number of the exceptions are rendered immaterial by the elimination of Russell, one of the original plaintiffs, by the verdict’ of the jury in finding that his interest in the property passed to his coplain-tiff the Asheville Supply and Foundry Company. The jury having found that the title to the property was, prior to the sale by Whitson, trustee, in the Asheville Supply and Foundry Company, the sole question is, whether this corporation has lost or been deprived of its title by what occurred at the time of the sale by Whitson, trustee. There is no suggestion that it has sold the property or, by any contract, parted with its title. It is, however, alleged in the supplemental answer and testimony [743]*743introduced to sustain tbe contention tbat it bas lost its title by way of estoppel in pais. His Honor, being of tbe opinion tbat if tbe evidence bearing upon tbis issue was believed by tbe jury tbey should answer it in tbe affirmative, so instructed tbem. Tbe contention of tbe plaintiff corporation to tbe contrary, while not presented by an exception to tbe charge, is presented by exceptions to tbe admission of tbe evidence and by motion for judgment upon tbe whole of tbe evidence. It would have been better practice to have excepted to tbe instruction on tbe fifth issue, but we think its other exceptions fairly present its contentions. Tbe answers to tbe sixth and seventh issues 'are, as bis Honor held, dependent upon tbe correctness of tbe instruction upon tbe fifth, hence tbe question upon which tbe decision of tbe appeal must rest is, whether bis Honor correctly admitted and interpreted tbe evidence relevant to the alleged estoppel. It is unquestionably true, and quite elementary, tbat title to property may pass, or at least tbe true owner may be precluded from asserting bis title, as against a purchaser from one having no title, by conduct which comes within tbe definition of an estoppel in pais. In Mason v. Williams, 53 N. C., 478, it appeared tbat tbe plaintiff was tbe owner of an engine; tbat, at a sale'made by Pescud, trustee, be was present and upon tbe statement being made in bis bearing tbat Peseud’s title was good, made no objection, and 'bid on tbe property. It was purchased by defendant. Mason thereafter sued him for tbe property. Tbe court, upon an agreed state of facts, held tbat plaintiff was estopped. Battle, J., thus states tbe contention of tbe defendant: “The argument is tbat it. must be taken either tbat tbe plaintiff bad waived bis title and thereby authorized Pescud to sell tbe engine,'or tbat be canot now be allowed to assert it, because it would be a fraud upon tbe defendant to permit him to do so.” Tbe judgment was reversed because.tbe court did not submit tbe questions, upon which tbe estoppel depended, to tbe jury. Tbe principle upon which tbe rights of tbe parties depended is thus stated by tbe learned justice: “When one purchases a chattel from one who is not tbe owner of it, and it is admitted by tbe parties or found by tbe jury as a fact tbat tbe purchaser was induced to make -the purchase by tbe declarations and acts of tbe true [744]*744owner, tbe latter will be estopped from impeaching the transaction.” This principle lies at the base of the doctrine of estop-pel which, as said by Pearson, J., in Armfield v. Moore, 44 N. C., 159, “lies at the foundation of all fair dealing between man and man.” The case of Mason v. Williams came before this Court, upon a second appeal, and is reported in 66 N. C., 564. The court below, Barnes, J., charged the jury that “If the evidence satisfied them that the defendant was induced to make the purchase by the declarations or acts of the plaintiff, the latter would be estopped from impeaching the transaction.” The majority of the Court sustained the charge and affirmed the judgment for the defendant. Pearson, G. J., and Diclc, J., dissented, not from the language of the instruction, but from its application to the facts, and Justice Boy den “concurred in the principles set out in the dissent, but felt bound by the verdict of the jury.” Conceding, for the purpose of this discus-sion, that the language'used by Mr. Bourne, the attorney for plaintiff, and of Mr. Woody, comes within the principle of Mason v. Williams and other cases, and that, if they or either of them had been the owners of the property, the jury would have been justified in finding that they were estopped, the question arises whether they bore such relation to the corporation as entitled them or either of them to authorize Whits’on, trustee, to sell its property or to make it a fraud upon Westall to assert its title against him. Mr. Bourne was counsel at the time of the sale for plaintiff corporation and for Whitson, trustee. He says: “At the trustee’s sale I attended as counsel for the trustee. My firm was general counsel for the Asheville Supply and Foundry Company.” An inspection of the testimony does not disclose that Mr. Bourne had any other or further power to bind his clients in respect to the' property than pertained to his employment as an attorney at law. We do not find that he was attorney in fact. Giving, therefore, the full legal import to his language at the time of the sale contended for by defendant, and conceding that it was sufficient, as a matter of law, to estop him, we do not think it could have such effect upon the rights of his client. He certainly had no authority to sell the property, or to authorize Whitson, trustee, to do so. “The powers of an [745]*745attorney are to be determined, in a large measure, from the purpose of bis employment; lie bas an implied authority to do.anything necessarily incidental to the discharge of the purpose for which he was retained, but beyond this his power ceases.” 3 Am. and Eng. Ency., 345. In Moye v. Cogdell, 69 N. C., 93, it was said: “An attorney cannot compromise his client’s case without special authority to do so, nor can he receive in payment of a debt due his client anything except the legal currency of the country.” It was held, in that case, that an attorney employed to collect a debt by judgment could not release the ■judgment by taking a draft at sixty days. We are of theopinion that the evidence of Mr. Bourne’s declarations at the time of the sale was not admissible for the purpose of affecting plaintiff’s title, nor, after being admitted, could they be given such effect. In regard to Mr. Woody’s authority to bind the corporation, there is more doubt. Mr. Westall says, “He is the manager of the Asheville Supply and Foundry Company and, I think, president, but I am not sure. * * * I know he claimed to be general manager — managing the business.” ‘Mr. Woody was dead at the timé of the' trial. It seems that Mr. Speed was president of the plaintiff corporation. In the affidavit to the complaint Mr. Woody describes himself as the “general manager.” It does not appear what his duties or powers are, or to what extent he was empowered to represent and act for the corporation in respect to the sale of this property, or compromise its rights in the litigation. The extent of the power of the general manager of a corporation to dispose of its property out of the usual course of its business depends largely upon the character of the business, the charter, by-laws, etc. We could not say, as a matter of law, in the absence of any evidence upon these points, that he had such power. Judge Thompson says that “The general manager has power to bind the corporation by acts done in the ordinary course of its business.” 10 Cyc., 924. In Trent v. Sherlock, 24 Mont., 255 (61 Pac., 650), it-is held that a bill of sale of a portion of the mining company’s property by the superintendent, which he has no authority to make, was not prima facie binding on' the corporation and did not tend to show'that he had an implied power to make it. “His [746]*746implied power and authority are limited to do only those things which are incident to- the usual business of the corporation, or to that branch of it entrusted to his management. Such general manager’s authority is as broad as, and no broader than, the scope of his employment and agency and the nature of the corporate business.” 2 Purdy’s Beach Private Corp., 1200. It is impossible to do more than lay down and apply this general principle. ■ Each case involves so many elements peculiar to itself that it must be decided in the light of the facts disclosed, guided by this general principle.
Thus considered, we do not find any evidence of authority in Woody to attend the sale by Whitson, trustee, and, by his acts and declarations, estop the plaintiff corporation from asserting title to its property or release the surety from his liability on the judgment. The plaintiff had successfully prosecuted its claim to the property, established its titlfe in an action in which defendants made no' defense. It filed no answer to the complaint. For reasons- apparent on the face of the record the cause was retainéd for final judgment against the bondsman. The amount of his liability could not be fixed otherwise than by a verdict of the jury. By the wrongful conduct of defendants Machín and Atkins, the property was put in the possession of a corporation of which they and Revell, the surety, were the principal stockholders and, in this way, passed into the possession of Whitson, trustee in bankruptcy. He undertook to sell it, together with the other property of the bankrupt corporation. It seems that, some question having arisen between the attorneys present at the sale, Mr. Bourne stated that his clients did not claim the property, but looked to the bond for its value. This was not a- statement of any fact which bound the client, but rather an opinion of Mr. Bourne as its attorney. The fact that, the property belonged.to the plaintiff corporation was known, and constituted the basis of the conversation. No fact was concealed or misrepresented. Every person buying at a- bankrupt sale, as at one made by the sheriff, must take notice that nothing is proposed to be sold except the interest of the bankrupt •or the defendant in the execution. We do not think that the plaintiff corporation has, by any officer empowered to act for it, [747]*747either authorized Whitson, trustee, to sell its property, or done anything which makes it fraudulent to assert its title against Westall. This is the test of defendant’s claim, as laid down in Mason v. Williams, supra.
In the view of the record most favorable to defendants, the jury should have been permitted to pass, not only upon the testimony, but make such reasonable inferences as should be drawn therefrom. In Mason v. Williams, supra, although there was an agreed state of facts, this Court held that the ultimate decision of the existence of the constituent elements of an estoppel should have been submitted to the jury. This view of the case would work a new trial. It is evident, however, that with the testimony in regard to Mr. Bourne’s and Mr. Woody’s declarations excluded, as we think they should be, there would be nothing to go to the jury upon the fifth issue. The motion for judgment made by plaintiff should have been allowed.
The cause will be remanded to the Superior Court of Buncombe, with direction to set aside the verdict on the fifth, sixth and seventh issues and render judgment upon the verdict on the other issues, fixing the value and damages in such way as the parties may agree, or may be in accordance with the ’Course and practice of the court.
Defendants moved in this Court that appellant be not allowed to tax defendants with the cost of sending up and printing the testimony. It appears from the record that the case on appeal was not sent to his Honor until 28 April, 1909, the cause having been tried at the March Term, 1907. His Honor made the following statement at the end of the case settled by him:
“This is the case on appeal settled by me at Greenville, N. 0., "on 28 April, 1909. I am now inclined to the opinion that more of the evidence than is necessary is in the case, but the case was tried more than two years ago. The appellants have sent down the cases on appeal, and the record, to me to-day. While I am engaged in Pitt Court, it is not possible for me now, in the time allowed on the appeal to go up for the approaching term of the Supreme Court, to eliminate what may be the unnecessary parts of the evidence, which appears to be the only objection to this [748]*748statement. It is better to send it up as it is, or to avail myself of tbe right to refuse to settle the case, because of laches in the appellant, and I elect to pursue the former course.”
It is manifest that his Honor could not, after two years’ delay, undertake to do more. It was unfortunate that the settlement of the case was delayed so long; there were valid reasons for the delay. It would be impossible for us to separate such part of the evidence as was unnecessary from that which was so. It may not be improper to suggest that, while the stenographer properly took notes of all that occurred upon the trial, such parts as have no relevancy to the exceptions should be eliminated from the record on appeal.
It will be certified to the Superior Court of Buncombe County that there is \
Error.