In the absence of subsequent ratification, to charge a corporation upon the act of a director not within the general scope and apparent sphere of his ordinary duty, a special or general authority from his associates or the corporation must be shown, either directly or presumptively.
BLODGETT, J.
There was no evidence tending to show that Marden has any authority except as one of several directors, who, as such, can act in behalf of the corporation only as a board. Their power is not joint and several, but joint only, and hence, in the absence of a special or general authority conferred upon a director by his associates, or unless the corporation itself has made him a general or special agent by its course of dealing in holding him out to the world as such, he cannot by his individual action bind or affect the rights of the corporation. Butterick v. Railroad, 62 N.H. 413, 418, and authorities cited; First Nat. Bank v. Ocean Nat. Bank, 60 N.Y. 278; Abb. Tr. Ev. 32, 43, 44. The instruction to the jury was correct.
Exception overruled.
CLARK and WALLACE, JJ., did not sit: the others concurred.