In Hurley v. Watson, 68 Mich. 531, the general principle is thus stated:

"If there is anything likely to put a reasonable business man upon his guard as to the authority of the agent, it is the duty of the third party to inquire how far the agent's acts are in pursuance of the principal's limitation."

It was shown without question that the minutes of the directors' meeting of February 24th, containing the resolution of which plaintiff admits he heard, was properly written up and officially signed in the book kept for such purpose, and was in the office among the books of the corporation where he worked and to which he had access. Asked about this he said, "I had access to the minutes of the meeting, so far as I know." Asked, “And you didn't have interest enough in it (the resolution) to open the book and see what was passed there relative to your employment?" he replied, "No, I didn't go snooping around."

Even conceding that, under the generally recognized implied powers of the president and general manager of a corporation to obligate it in the transaction of its usual and ordinary business arising in the course of its conduct, Davis had authority to hire an expert accountant to conduct a special audit of the financial affairs of this telephone company to the extent and at the expense claimed here, his powers in that particular were ended by this resolution. Not only must any important transaction of a corporation out of the usual course of its ordinary business be authorized by the board of directors, but the president as ministerial officer or agent of a corporation has no implied power to obligate it by any act or contract which in effect overrules or revokes action taken by its board of directors in relation to the same matter. 10 Cyc. p. 909.

It is true as noted by the trial court, the testimony

of Davis and plaintiff is at variance in frequent particulars as to just how and to what extent direct knowledge of the resolution was brought home to plaintiff, but the conclusion is made unavoidable beyond issue of fact from his own testimony that he had ample notice of the resolution so far as it related to and fixed the limit of his employment before the 20 days expired. Davis testified that the next day after the resolution. was passed plaintiff told him he had heard that a resolution had been introduced at that meeting discharging plaintiff and employing Robert Crable in his place, and Davis then told him what had taken place, saying:

"I told him that a resolution had been passed whereby he should close his work in 20 working days following February 24th and that he was to submit a report at the end of that time. Mr. Humphrey said it having been conveyed to him in some way that Mr. Crable was to take his place; and I told him that Mr. Crable had been employed to assist him by the resolution."

And that he had a conversation with him later in which the matter of a report was discussed, and he then told him if he stayed beyond the 20 days it would be on his own responsibility as the board of directors had taken the matter out of Davis' hands and left him no option. Concededly Davis' testimony is only conclusive against plaintiff to the extent he admits the facts, but he was asked and answered in relation to this during his cross-examination, as follows:

"Within a few days after the 24th of February, 1914, Mr. Davis informed you that the board of directors of this company had fixed the date after which you were not to be employed, at 20 days after the date of that meeting. Didn't he tell you so?

"A. Sometime within that time: sometime a few days afterward he told me of the action. * * *

"Q. With reference to the notification-your notification of the resolution which has been introduced

here, which is said to have been passed on February 24th, you heard what Mr. Davis said in regard to that, as to whether or not you were notified of it the next day?

"A. Yes.

"Q. Was that true?

"A. I don't think it was; no. I would say no because I my observation is about that, that it was two or three days later. I don't care, I had just as soon it would be the next day as not, but I don't think it was. I don't care what day it was."

Recalled later in rebuttal plaintiff was examined by his counsel in relation to the paper Clark had handed him, of which he stated he never said a word to Clarknor told Davis he had it until just before he left, which he then told Davis he "had concluded to show him," which he did, and Davis "brustled up" and denied its truth. After he had apparently finished his testimony in that connection, his examination in the case concluded:

"I ask you finally whether Mr. Davis ever notified you that you must quit within 20 days?

"A. No, sir, he

"Q. Explain it if there is something you want to say?

"A. All right. He notified me that I must quit. He told me of the action taken by the board of directors at a meeting requiring my completion and requiring my report, a written report in a certain time, and that was 20 days from a certain date, the date of the resolution, but it was, as I have already testified here, that at the end of the 20-day period I went to Mr. Davis and I said to him, "The demand to finish a report-make an examination and make a written report, I couldn't comply with it because I haven't got the information to make it from; I haven't concluded.' And he also told me in that conversation about getting Mr. Crable to assist me in the work."

Re-cross-examination by defendant's counsel:

"You don't claim now to change any testimony given yesterday, do you, Mr. Humphrey?

"A. No, sir, not a word of it.

"Mr. Henry: That is all.

"A. That is, unless it is an accidental word sometimes, but not the substance of my testimony."

Whether this concluding testimony on rebuttal was intended to relate to the time when plaintiff quit or prior interviews, it does not change the material substance of his former testimony, which clearly shows he had early notice of the resolution and its import from the president of the company, who fairly informed him that his employment beyond the 20 days was made by that resolution a matter for the board, which he thought would do justice, etc., concluding, however, with the warning, "but I cannot say further than that."

Plaintiff's own testimony leaves no issue for the jury on that branch of the case.

The judgment therefore is reversed, with costs to defendant, and a new trial granted.

OSTRANDER, C. J., and BIRD, MOORE, BROOKE, FELLOWS, STONE, and KUHN, JJ., concurred.

RANIAK v. POKORNY.

FRAUD EQUITY-FINDING OF COUrt.

On a bill for equitable relief alleging fraud, the finding of the court below that no fraud was shown, held, supported by the record.

Appeal from Wayne; Wiest, J., presiding. Submitted October 22, 1918. (Docket No. 101.) Decided December 27, 1918. Rehearing denied May 1, 1919.

Bill by George Raniak and another against Edward

Pokorny and others to quiet title to land, to set aside certain deeds as fraudulent and for an accounting. From a decree dismissing the bill, plaintiffs appeal. Affirmed.

Charles C. Stewart, for plaintiffs.

Edward Pokorny, in pro. per.

Moloney & Mendelsohn, in pro. per. and for defendant Mynell.

MOORE, J. This case has been here before upon a motion to dismiss. Raniak v. Pokorny, 198 Mich. 567. A reading of the opinion then handed down will make a long statement of facts unnecessary at this time. After the case was sent back it was tried in open court upon the merits. The trial judge filed a long written opinion in which he said:

"The nature of the charges made in the bill against officers of the court, caused the court to pay most careful attention to the testimony given at the hearing, because if these attorneys are guilty they are a disgrace to the bar and to the community in which they live.

"At the close of the hearing, the court announced that no fraud had been shown, but counsel for plaintiffs, desiring an opportunity, to submit a brief, time in which to do so was granted, and such brief has been given consideration, but leads me to no conclusion different from that announced at the close of the hearing."

The decisive questions are purely questions of fact and it would profit no one to set them out in detail here. A careful examination of the voluminous record and of the briefs of counsel convinces us that the decree of the lower court should not be disturbed.

It is affirmed, with costs to defendants.

BIRD, STEERE, BROOKE, FELLOWS, STONE, and KUHN, JJ., concurred. OSTRANDER, C. J., did not sit.

204-Mich.-8.