Raub v. Blairstown Creamery Ass'n

28 A. 384, 56 N.J.L. 262, 27 Vroom 262, 1893 N.J. Sup. Ct. LEXIS 6

• Court: Supreme Court of New Jersey
• Decided: November 15, 1893
• Status: Published

Opinion

The opinion of the court was delivered by

Abbett, J.

This case cannot be distinguished, on principle, from the case of Stokes v. New Jersey Pottery Co., 17 Vroom 237. It was held in that case that the president of a corporation has no power, in virtue of his office as president, to execute a bond and warrant of áttorney for the entry of a judgment by confession against the corporation. The cognovit in terms is a confession of the action, and the right to give it does not come within the power the president has as the general agent of the company to direct and control its business, or where his agency is presumed from the assent of the directors by their consent and acquiescence in permitting him to 'do this class of acts. No presumption arises from the seal attached, because it does not appear upon its face to be the corporate seal of said company, and the ease does not show that the corporation authorized its use as such. There is no •proof that it is actually what it purported to be, and such a seal does not prove its own authenticity. Den v. Vreelandt, 2 Halst. *352.

The case of Parker v. Washoe Manufacturing Co., 20 Vroom 465, is not antagonistic to the view here taken. That was a case where there was no question as to the seal being the corporate seal of the company, but the question was whether its probative force was overcome by the testimony in the case. 'The court held “ that this testimony does not countervail the presumption in favor of the- validity of the sealed instruments.”

Let the Circuit Court be advised that the president of the Blairstown Creamery Association had no power to sign the ■cognovits upon which judgment was entered in both cases, and affix thereto a common paper seal as the corporate seal of the company, and that no judgments could be entered on said ■cognovits.