{
  "id": 5860076,
  "name": "Joseph Rosenfeld, Trading as Rosenfeld Machinery Company, Appellee, v. Inland Iron Works, Inc., Appellant",
  "name_abbreviation": "Rosenfeld v. Inland Iron Works, Inc.",
  "decision_date": "1932-07-13",
  "docket_number": "Gen. No. 36,121",
  "first_page": "254",
  "last_page": "256",
  "citations": [
    {
      "type": "official",
      "cite": "267 Ill. App. 254"
    }
  ],
  "court": {
    "name_abbreviation": "Ill. App. Ct.",
    "id": 8837,
    "name": "Illinois Appellate Court"
  },
  "jurisdiction": {
    "id": 29,
    "name_long": "Illinois",
    "name": "Ill."
  },
  "cites_to": [
    {
      "cite": "83 Ill. 136",
      "category": "reporters:state",
      "reporter": "Ill.",
      "case_ids": [
        2657633
      ],
      "opinion_index": 0,
      "case_paths": [
        "/ill/83/0136-01"
      ]
    },
    {
      "cite": "195 Ill. 222",
      "category": "reporters:state",
      "reporter": "Ill.",
      "case_ids": [
        5585079
      ],
      "opinion_index": 0,
      "case_paths": [
        "/ill/195/0222-01"
      ]
    },
    {
      "cite": "249 Ill. 436",
      "category": "reporters:state",
      "reporter": "Ill.",
      "case_ids": [
        5645065
      ],
      "opinion_index": 0,
      "case_paths": [
        "/ill/249/0436-01"
      ]
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  ],
  "analysis": {
    "cardinality": 270,
    "char_count": 3481,
    "ocr_confidence": 0.493,
    "pagerank": {
      "raw": 4.03580807328026e-08,
      "percentile": 0.17088544544488887
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    "sha256": "8689644f89fac596b3ea07a876ec524e7edc8041c3af0084c10cd982e7424ac4",
    "simhash": "1:8a2b387b3f42d538",
    "word_count": 580
  },
  "last_updated": "2023-07-14T20:59:32.583380+00:00",
  "provenance": {
    "date_added": "2019-08-29",
    "source": "Harvard",
    "batch": "2018"
  },
  "casebody": {
    "judges": [],
    "parties": [
      "Joseph Rosenfeld, Trading as Rosenfeld Machinery Company, Appellee, v. Inland Iron Works, Inc., Appellant."
    ],
    "opinions": [
      {
        "text": "Mr. Presiding Justice McSurely\ndelivered the opinion of the court.\nPlaintiff brought suit to recover on two promissory notes signed by the defendant by W. W. Huggins, treasurer, and upon hearing by the court had judgment for $438.60, from which defendant appeals. The only defense presented is that the treasurer alone had no authority to execute the notes.\nTwo complete answers can be made to this\" contention. By the defendant\u2019s second amended affidavit of defense, a by-law of the defendant corporation was pleaded. This provides that the treasurer \u201ceither alone or jointly with the President or such other officer as may be designated by the Board of Directors shall sign all checks and other instruments drawn on or payable out of the funds of the corporation, and all bills, notes and other evidences of indebtedness of the corporation, not requiring the seal of the corporation. \u2019 \u2019 Defendant presents a resolution adopted by it, to the effect that notes should be executed in the name of the corporation by its treasurer and countersigned by its president or vice president. Where a by-law is inconsistent with a resolution of a board of directors the by-law must prevail. The by-laws of a corporation are, in effect, its constitution. A resolution is in the nature of a statute, designed to provide for a particular contingency, and cannot prevail against a bylaw. 1 Fletcher Cyc. Law of Private Corporations, sec. 481, page 977. Haller Sign Works v. Physical Culture Training School, 249 Ill. 436.\nThe execution of the notes was ratified by the defendant corporation. Plaintiff testified that the notes were received from the defendant as part payment for merchandise sold it. A letter was written by R. H. Thomas, president of the defendant company, to plaintiff, the burden of which is a request for time in which defendant might pay the notes. The letter contains such sentences as these: \u201cThe pressing of the suit can only result in bankruptcy for the Inland Iron Works.\u201d It importuned the plaintiff to give six months or so, in which time \u201cit seems certain that your claim would be paid in full\u201d; that if times were good, \u201cthe officers of the Inland Iron Works might personally assist the Company by drawing some of their funds\u201d from another source.\nEight months had elapsed from the signing of the notes before the suit was commenced, yet at no time was there any act of disaffirmance or repudiation by the corporation of defendant\u2019s liability. If defendant did not recognize the authority of the treasurer to sign these notes it was its duty to notify plaintiff of this fact and to return to him the merchandise for which they were given in payment. 3 Fletcher Cyc. Law of Private Corporations, sec. 2087, page 3261. Domestic Building Ass\u2019n v. Guadiano, 195 Ill. 222; Darst v. Gale, 83 Ill. 136. Under the circumstances presented by the record, the defendant must be held to have ratified the act of the treasurer in signing the corporation\u2019s name to the notes.\nDefendant asserts that the judgment is too large by 26 cents. Lex non curat de minimis.\nThe judgment is affirmed.\nAffirmed.\nHatchett, J., concurs.\nMr. Justice 0 \u2019Connob took no part in the consideration of this case.",
        "type": "majority",
        "author": "Mr. Presiding Justice McSurely"
      }
    ],
    "attorneys": [
      "John Taylor Booz, for appellant.",
      "Rubenstein & Rubenstein, for appellee; Walter Monarch, of counsel."
    ],
    "corrections": "",
    "head_matter": "Joseph Rosenfeld, Trading as Rosenfeld Machinery Company, Appellee, v. Inland Iron Works, Inc., Appellant.\nGen. No. 36,121.\nOpinion filed July 13, 1932.\nRehearing denied July 25, 1932.\nJohn Taylor Booz, for appellant.\nRubenstein & Rubenstein, for appellee; Walter Monarch, of counsel."
  },
  "file_name": "0254-01",
  "first_page_order": 302,
  "last_page_order": 304
}