President of the Dedham Bank v. Chickering

Massachusetts Supreme Judicial Court

President of the Dedham Bank v. Chickering

20 Mass. 335

CourtMassachusetts Supreme Judicial Court

DecidedOctober 15, 1825

StatusPublished

This text of 20 Mass. 335 (President of the Dedham Bank v. Chickering) is published on Counsel Stack Legal Research, covering Massachusetts Supreme Judicial Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

President of the Dedham Bank v. Chickering, 20 Mass. 335 (Mass. 1825).

Pincite

Opinion

Parker C. J.

delivered the opinion of the Court to the following effect. In regard to the first question, we should have supposed that in the case, as well of a corporation as of an individual, a paper intended for their benefit and found on their files, would be considered as having been accepted by them ; but it appears that in an action now pending before [340]*340the Supreme Court of the United States, Marshall C. J. held, that the acceptance of a bond similar to the one in question should be proved by the record of a vote of the directors.¹ We think however that the case before us may be decided without touching that principle, for admitting it to be correct, we are nevertheless of opinion that the vote to accept the sureties, and the bond’s being in the possession of the president, are a sufficient acceptance of the bond.

The other point made by the defendant is a pretty important one, namely, that the bond should be restricted by the term of the office, so that every election should be considered as the choice of a new officer, and a new bond should be taken. We do not doubt the soundness of the principle. It has been adopted in this commonwealth, and many of the authorities, which are numerous, are cited in Boston Hat Manufactory v. Messinger, 2 Pick. 223.¹ In some cases where the words would extend to an indefinite period, but where by the recital it appeared that the office was annual, it has been held that the obligation should be understood as referring to an office so limited. We should go even further, and say, that where it appears by the records of a corporation that the office, by their regulations, is an annual one, the bond should be restricted. And all this is founded on the intent of the parties. But the case before us does not seem to be one of that sort. The terms of the bond are general. There is nothing in it to show that a restriction was intended, and nothing in the records or regulations of the bank indicating that the office was annual.² We do not think that the reelections of Chickering prove it to be such; be would have remained in office without a new election. There was [341]*341nothing to make the sureties suppose it was limited to a year, but they must have signed, thinking they should be responsible for so long a period as Chickering should continue to be cashier.

Bond adjudged forfeited. 3

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Parker C. J.

delivered the opinion of the Court to the following effect. In regard to the first question, we should have supposed that in the case, as well of a corporation as of an individual, a paper intended for their benefit and found on their files, would be considered as having been accepted by them ; but it appears that in an action now pending before [340]*340the Supreme Court of the United States, Marshall C. J. held, that the acceptance of a bond similar to the one in question should be proved by the record of a vote of the directors.¹ We think however that the case before us may be decided without touching that principle, for admitting it to be correct, we are nevertheless of opinion that the vote to accept the sureties, and the bond’s being in the possession of the president, are a sufficient acceptance of the bond.

The other point made by the defendant is a pretty important one, namely, that the bond should be restricted by the term of the office, so that every election should be considered as the choice of a new officer, and a new bond should be taken. We do not doubt the soundness of the principle. It has been adopted in this commonwealth, and many of the authorities, which are numerous, are cited in Boston Hat Manufactory v. Messinger, 2 Pick. 223.¹ In some cases where the words would extend to an indefinite period, but where by the recital it appeared that the office was annual, it has been held that the obligation should be understood as referring to an office so limited. We should go even further, and say, that where it appears by the records of a corporation that the office, by their regulations, is an annual one, the bond should be restricted. And all this is founded on the intent of the parties. But the case before us does not seem to be one of that sort. The terms of the bond are general. There is nothing in it to show that a restriction was intended, and nothing in the records or regulations of the bank indicating that the office was annual.² We do not think that the reelections of Chickering prove it to be such; be would have remained in office without a new election. There was [341]*341nothing to make the sureties suppose it was limited to a year, but they must have signed, thinking they should be responsible for so long a period as Chickering should continue to be cashier.

Bond adjudged forfeited. 3

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