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RAMIREZ v. ORIENTALIST CO. AND FERNANDEZ (1918) under oath.” (Barrett Mining v. Tappan, 2 Colo. 124).
Street, J. 2. The reason for this is that the public is not supposed nor required to know the
transactions which happen around the table where the corporate board of directors or
Orientalist Co. accepted Ramirez’s offer to obtain the sole agency of certain films under his the stockholders are from time to time convoked. Whether a particular officer actually
control, with Fernandez signing separately as individual and as Orientalist’s treasurer. possesses the authority which he assumes to exercise is frequently known to very few,
Ramirez was not paid, so he went after Orientalist and Fernandez. Now Orientalist claims and the proof of it usually is not readily accessible to the stranger who deals with the
that Fernandez had no authority to bind it, since such authority had been withheld by the corporation on the faith of the ostensible authority exercised by some of the corporate
stockholders. The Court held otherwise, because a) Orientalist failed to specifically deny the officers. It is therefore reasonable, in a case where an officer of a corporation has made
due execution of contracts and Fernandez’s authority; b) the contracts were inferentially a contract in its name, that the corporation should be required, if it denies his authority,
approved by the company's board of directors; and c) the failure of the stockholders to to state such defense in its answer. This is for plaintiff to be apprised of the fact that the
approve said contracts did not abrogate the liability thus created. agent's authority is contested; and he is given an opportunity to adduce evidence
showing either that the authority existed or that the contract was ratified and approved.
3. If a written instrument, the foundation of the suit, is not denied upon oath, it shall be
DOCTRINE The functions of stockholders of a corporation are of a limited nature. The theory deemed to be admitted (constructive admission).
of a corporation is that the stockholders may have all the profits but shall turn over the 4. Of course the Court has authority to permit the answer of the defendant to be amended,
complete management of the enterprise to their representatives and agents, called directors. if justice so requires. But even a judgment on the merits will make Orientalist liable.
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Resolution conferring powers on Ocampo, manager of the Oriental Theater, namely: (6) Not to deliver any film for rent without first receiving rental therefor or the guaranty for payment thereof.
“(1) To rent a box for the films in the "Kneeler Building." xxx (7) To buy a book and cards for indexing the names of the films. xxx
(4) To be in charge of the films and of the renting of the same. (10) Upon the motion of Mr. Ocampo, it was decided to give ample powers to Acuña to enter into
(5) To advertise in the different newspapers that Company is importing films to be exhibited in Cine Oriental. agreements with cinematograph proprietors in the provinces for the purpose of renting films.
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On Fernandez’s liability: In the testimonies of both Ramirez and Fernandez, it is evident that
the responsibility of the latter was intended to be that of guarantor. Oral evidence is
admissible to show the character in which the signature was affixed.