Alward v. Broadway Gold Min. Co.

The execution of the note sued upon was expressly forbidden by the by-laws of the corporation, except on the authority of the board of directors. It is conceded that the note in suit was executed without such authority and that the plaintiff took the note subject to all defenses existing against the original payee. It follows, therefore, that the note is invalid and unenforceable unless it has been shown that its unauthorized execution was subsequently expressly or impliedly ratified. (14a C.J., pp. 373-382; Spelman v. Gold Min. Co., 26 Mont. 76, 66 P. 597, 91 Am. St. Rep. 402, 55 L.R.A. 640;…