Morrison

The corporation had no power to transfer the stock named in the order; nor had Baldwin, as. President, or otherwise, power to bind the company by any such order, or to impose upon the corporation the necessity of keeping his private accounts, as required by the order. The plaintiff has misconceived his action. Baldwin, if -any one, is liable to him. (Taft. v. Brewster, 9 Johns. 333 ; to the same effect, Stone v. Wood, 7 Cowen, 452 ; Hills v. Bannister, 8 Cowen, 32; White v. Skinner, 13 Johns. 307 .) The President of a corporation is not ex officio the agent ■of the corporation to sell property; and unless appointed by the agent to sell, his representations are not binding on the corporation. (Grump v. U. S. Mining Go. 7 Garatt, 352.) The company, by common consent of all parties originally interested, rightfully issued all the original shares of the capital stock to E. J. Baldwin, trustee, (not President) who held a personal lien upon each of said shares for its proportion of the original cost of the mine, necessary expenses, interest, etc. The company, in law, had a discretion and a right to determine to whom the original shares should be issued, and if any shares were issued…