{ "id": 5784450, "name": "Independent Brewing Association v. John Powers", "name_abbreviation": "Independent Brewing Ass'n v. Powers", "decision_date": "1899-03-16", "docket_number": "", "first_page": "471", "last_page": "475", "citations": [ { "type": "official", "cite": "80 Ill. App. 471" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "165 Ill. 447", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 3103751 ], "opinion_index": -1, "case_paths": [ "/ill/165/0447-01" ] }, { "cite": "69 Ill. 658", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 2635518 ], "opinion_index": -1, "case_paths": [ "/ill/69/0658-01" ] }, { "cite": "40 Ill. 35", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 425892 ], "opinion_index": -1, "case_paths": [ "/ill/40/0035-01" ] }, { "cite": "79 Ill. 450", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 2686137 ], "opinion_index": -1, "case_paths": [ "/ill/79/0450-01" ] }, { "cite": "60 Ill. 78", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 8499912 ], "opinion_index": -1, "case_paths": [ "/ill/60/0078-01" ] }, { "cite": "64 Ill. App. 505", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 5173350 ], "opinion_index": -1, "case_paths": [ "/ill-app/64/0505-01" ] }, { "cite": "63 Ill. App. 475", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 5170656 ], "opinion_index": -1, "case_paths": [ "/ill-app/63/0475-01" ] }, { "cite": "151 Ill. 450", "category": "reporters:state", "reporter": "Ill.", "opinion_index": -1 }, { "cite": "55 Ill. App. 98", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 5093130 ], "opinion_index": -1, "case_paths": [ "/ill-app/55/0098-01" ] }, { "cite": "59 Ill. App. 400", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 5150351 ], "opinion_index": -1, "case_paths": [ "/ill-app/59/0400-01" ] }, { "cite": "27 Ill. App. 313", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 4951742 ], "opinion_index": -1, "case_paths": [ "/ill-app/27/0313-01" ] }, { "cite": "23 Ill. App. 45", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 863622 ], "opinion_index": -1, "case_paths": [ "/ill-app/23/0045-01" ] }, { "cite": "140 Ill. 9", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5808246 ], "opinion_index": 0, "case_paths": [ "/ill/140/0009-01" ] }, { "cite": "90 Ill. 542", "category": "reporters:state", "reporter": "Ill.", "opinion_index": 0 }, { "cite": "151 Ill. 444", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5469218 ], "opinion_index": 0, "case_paths": [ "/ill/151/0444-01" ] }, { "cite": "145 Ill. 481", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5486079 ], "opinion_index": 0, "case_paths": [ "/ill/145/0481-01" ] }, { "cite": "60 Ill. 78", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 8499912 ], "opinion_index": 0, "case_paths": [ "/ill/60/0078-01" ] }, { "cite": "64 Ill. App. 505", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 5173350 ], "opinion_index": 0, "case_paths": [ "/ill-app/64/0505-01" ] }, { "cite": "63 Ill. App. 475", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 5170656 ], "opinion_index": 0, "case_paths": [ "/ill-app/63/0475-01" ] } ], "analysis": { "cardinality": 455, "char_count": 7536, "ocr_confidence": 0.563, "pagerank": { "raw": 7.181100842601303e-08, "percentile": 0.4297910804838429 }, "sha256": "4e511007e71bf633fa8346b0196b3a505b99b28366b0152dc911d71b6ad21850", "simhash": "1:0adef67012bd4f6a", "word_count": 1300 }, "last_updated": "2023-07-14T21:19:11.973736+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "Independent Brewing Association v. John Powers." ], "opinions": [ { "text": "Mr. Justice Adams\ndelivered the opinion of the court.\nThis is an appeal from an order overruling a motion to set aside a judgment by confession for rent due by the terms of a lease. The lease contained a power of attorney to confess judgment. The signatures to the lease were as follows:\n\u201c James Gf. Powers. [Seal.]\n\u201c Independent Brewing Assn. [Seal.]\n\u201c J. Henry Zitt, Sec\u2019y.\u201d\nAppellant\u2019s counsel, in their argument, say: \u201c The appeal in this case presents but one question, and that is, whether an officer of a corporation has power to execute a warrant to confess judgment against such corporation, without warrant given him by the board of directors so to do.\u201d\nThe lease was of date December 23, 1892, and the term created by it ivas from January 1,1893, until April 30,1898. That appellee was the proper person to sue on the lease is not questioned.\nAppellant, in support of its motion to vacate the judgment, read the affidavits of Leo Ernst, Fred W. Boldenweck and Paul Frickow. Ernst deposed that several months after he became appellant\u2019s president, he learned of the lease, and ascertaining that its execution had not been authorized by appellant, he caused the rent, up to and including February, 1897, to be paid and the keys to be surrendered to John Powers, and notified him that appellant would not pay any more rent; that appellant\u2019s president has no authority to execute any contract unless thereto authorized by the board of directors; that the execution of the lease by Zitt has never been ratified by the board of directors; that appellant vacated the leased premises February 28,1897, on the ground of non-liability, and that appellant has a good and valid defense.\nBoldenweck deposed that he had been appellant\u2019s secretary since September 12, 1896; that he had carefully examined the minute book of the meetings of the board of directors from January 1, 1892, to and including the last meeting, February 10, 1898, and that there was no entry of any authority to the president or secretary of appellant to rent the premises described in the lease, or to execute the \u25a0lease, or any warrant of attorney to confess judgment. Frickow deposed, in substance, that one Frazier was a tenant in possession of the premises for about two months prior to February 1, 1897, and was compelled to vacate and did vacate the same prior to February 16, 1897, on . account of the roof being leaky and the bursting of water pipes, etc.\nAppellee read the counter-affidavit of James Gr. Powers, the appellee, in opposition to the motion, who deposed, in substance, that subsequent to the execution of the lease, and in the second week of February, 1893, he was in need of money, and went to Zitt, then appellant\u2019s secretary, and proposed to him that if appellant would pay one year\u2019s rent in advance, he, Powers, would allow a discount; that Zitt informed him that he, Zitt, could not pass on the proposition, but would submit it to the board of directors; that February 12,1893, he went to appellant\u2019s office and there met Zitt and Lange, who was then appellant\u2019s president,. and that Zitt told him, in Lange\u2019s presence, that payment of one year\u2019s rent had been allowed by the board of directors, and thereupon the appellant\u2019s treasurer gave affiant a check for one year's rent, less the discount allowed by affiant. These affidavits conclusively show that from January 1, 1893, to and including February 28,1897, four years and one month,the appellant was in the possession and enjoyment of the premises, and the uncontradicted affidavit of Powers shows that appellant\u2019s board of directors authorized and appellant paid a year\u2019s rent of the premises, in advance, after the execution of the lease. It is not stated positively, in any of the affidavits in support of the motion, that the board of directors did not authorize the execution of the- lease, including the warrant of attorney to confess judgment, but merely that the minutes of the meetings of the board do not so show.\nThe affidavits in support of the motion must be construed most strongly against appellant. Chi. Fire Proof Co. v. Park Nat. Bank, 145 Ill. 481.\nBut whether there was prior authority to Zitt to execute the lease, is not important in view of the facts showing rati-fication, which is equivalent, in law, to prior authority. Martin v. Judd, 60 Ill. 78.\nA ratification may be implied from appellant\u2019s acts in the premises. The Louisville, N. A. & C. Ry. Co. v. Carson, 151 Ill. 444; Nat. Brewing Co. v. Ahlgren, 63 Ill. App. 475; Greer v. Sellers, 64 Ill. App. 505.\nNo facts are alleged in the affidavits showing a meritorious defense, nor does any equitable reason appear for setting aside the judgment. Crossman v. Wohlleben, 90 Ill. 542; Packer v. Roberts, 140 Ill. 9.\nThe lease recites that the lessee received the premises in good condition; it contains no covenant by the landlord to repair and he was not bound to repair.\nThe order overruling the motion to set aside the judgment will be affirmed.", "type": "majority", "author": "Mr. Justice Adams" } ], "attorneys": [ "Loesch Brothers & Howell, attorneys for appellant.", "E. S. Cummings, attorney for appellee," ], "corrections": "", "head_matter": "Independent Brewing Association v. John Powers.\n1. Ratification\u2014Equivalent to Prior Authority.\u2014Where an officer of a corporation executes a lease without authority a subsequent ratification cures the defect, and such ratification may be.implied from the acts of the corporation.\n3. Affidavits\u2014Construction of, When Read on Motions.\u2014Affidavits read in support of a motion must be construed most strongly against the party making the motion.\n8. Lease\u2014Repairs in the Absence of Covenants.\u2014Where a lease recites that the leasee received the premises in good condition, and contains no covenant by the landlord to repair, he is not bound to repair.\nMotion to Set Aside a Judgment.\u2014Heard in the Superior Court of Cook County; the Hon. Jonas Hutchinson, Judge, presiding. Motion denied; appeal by defendant.\nHeard in this court at the October term, 1898.\nAffirmed.\nOpinion filed March 16, 1899.\nLoesch Brothers & Howell, attorneys for appellant.\nThe officers of a corporation have no implied power to execute a warrant of attorney to confess judgment against the corporation, and a judgment entered on a warrant so executed is void. Joliet Electric Light & Power Co. v. Ingalls, 23 Ill. App. 45; Adams v. The Cross Wood Printing Co. et al., 27 Ill. App. 313; Boston Tailoring House v. Fisher, 59 Ill. App. 400; Mast Buggy Co. v. Litchfield Implement Co., 55 Ill. App. 98; 4 Thompson on Corporations, Secs. 4695-4697; 2 Cook on Stockholders, Sec. 717, and notes; Ridley v. Plymouth, etc., Co., 2 Ex. 711.\nE. S. Cummings, attorney for appellee,\ncontended that appellant ratified the lease and enjoyed its benefits, and must also \u2022 bear its burdens; it can not repudiate the lease when it is to its interest to do so. L. N. A. & C. Ry. Co. v. Carson, 151 Ill. 450; National Brwg. Co. v. Ahlgren, 63 Ill. App. 475; Greer v. Sellers, 64 Ill. App. 505.\nBatification of an act done is equivalent to precedent authority and relates back to the execution of the power. Martin v. Judd, 60 Ill. 78.\nThe lease on its face shows a prima facie right and power in the secretary to execute it, and the judgment having been entered in term time, every presumption is in favor of it.\nThe presumption is that the seal used was the proper and only seal of the company. Miller v. Superior Machine Co., 79 Ill. 450; I. C. R. R. Co. v. Johnson, 40 Ill. 35; N. W. Distilling Co. v. Brant, 69 Ill. 658.\nAlthough it is not the law that the power of attorney to confess judgment can only be exercised by a corporation under its corporate seal. Snyder Bros. et al. v. Bailey, 165 Ill. 447." }, "file_name": "0471-01", "first_page_order": 477, "last_page_order": 481 }