of the trustees, or for a corporate debt, or that the corporation received the consideration, in order to establish a corporate liability. The cases where this rule has been held are those of special agency.

The general rule, of course, is that the agent's authority in all cases must be shown to charge the principal with an act performed by the agent, but in many instances this fact may be established by presumptive evidence. And this is so where the corporation whose obligation is in question is engaged in a business the nature of which, and the duties in relation to which, devolved upon its officers, require or justify the giving of negotiable instruments without being authorized thereto by a special vote to that effect. If the scope of the agent's authority be proven, and it appears that acts like the one in question would, under ordinary circumstances, be within the authority, a presumption arises that the necessary circumstances did exist and that the act in question was authorized. Morawetz on Corp., § 616; Lincoln v Iron Co., 103 U. S., 412; Farmers & Mechanics' Bank v. Butchers & Drovers' Bank, 16 N. Y., 125; North River Bank v. Aymar, 3 Hill, 262.

It was said in Farmers' Bank v. Butchers' & Drovers' Bank that the sound rule is that "when a party dealing with an agent has ascertained that the act of the agent corresponds in every particular in regard to which such party has, or is presumed to have, any knowledge, with the terms of the power, he may take the representations of the agent as to auy extrinsic fact which rests particularly within the knowledge of the agent and which cannot be ascertained by a comparison of the power with the act done." The case is analagous to the giving of a firm note by one partner for his own benefit. When such a note is given in a transaction unconnected with the partnership business, and known to be so by the person taking it, the other partners are not bound without their consent, but prima facie the firm note binds all the partners, and the burden of proving a want of authority lies upon the firm. Doty v. Bates, 11 Johns., 544; Gansevoort v. Williams, 14 Wend., 133-138.

The nature of the business of the Paper Company justified the giving of negotiable paper and the making of such instruments was an incident to the business it carried on. It was a frequent occurrence in the management of its affairs. The by-laws which required the secretary to sign all obligations of the company had never had any force and was unknown to the bank.

What the bank did know was that Woodruff was president, general manager and financial agent of the company. He was such by the general acquiescence of the stockholders. He and his daughter, Mrs. Winslow, owned the stock of the company. For twenty-five years there had been no meeting of the stock. holders for the election of officers and very few meetings of the trustees, and Woodruff had managed the business as if it was his own. He bought its supplies, sold its products and paid its debts. No other person was shown to have had a voice in the management of its affairs. Under such circumstances the giving of a promissory note in the name of the company, for money bor

rowed, was not only within the apparent scope of Woodruff's authority, but the long period during which, without interference, he was permitted to manage the company's affairs, justified the inference that it was within his actual authority. Martin v. Webb, 110 U. S., 7. The bank was, therefore, justified in relying upon the presumption that the notes, being made in the name of the company, were given in its business and for its benefit.

Without discussing the evidence in detail, it is sufficient to say that the, defendant did not overcome the presumption arising upon the face of the notes. The utmost that Woodruff's testimony shows is that the proceeds of the notes when discounted were placed to his individual credit upon the books of the bank, and that it was drawn from the bank upon his individual checks. But the company kept no bank account of its own. Its banking business was done through the account kept in the name of Woodruff, and in that account was deposited indiscriminately the money received at the mill and money received by Woodruff from other sources, and from it were paid on Woodruff's individual checks substantially all the bills, debts and liabilities of the mill. The fact that the proceeds of the notes were credited to Woodruff's account and were drawn out by him, therefore, proves nothing except the manner of doing the mill's business.

A very careful reading of Woodruff's testimony fails to show that the proceeds of any of the company's notes discounted by the bank were used by him for his individual benefit, and there is no proof that any of them were discounted when the mill did not need the money.

The trial court found that the account was an omnibus account, where the transactions of the mill and of Woodruff were promiscuously entered, and was kept in that way for the convenience of all the parties.

And such we think was the purpose. There were overdrafts upon that account for which the company's notes were given, but there was no proof that such overdrafts were not caused by the needs of the company.

We are of the opinion, therefore, that the presumption that the indebtedness arising upon the original notes was incurred in the business of the corporation was not overcome, and the fact of the existence of such indebtedness being established the mortgage was within the terms of the statute, even if we give to it the limited construction which the learned counsel for the appellant claims it should receive.

Having reached this conclusion, it becomes unnecessary to consider any of the other questions argued upon the appeal. The judgment should be affirmed, with costs.

All concur, except BRADLEY and HAIGHT, JJ., not sitting.

THE PEOPLE, Pl'ffs, v. THE CITY OF BUFFALO, Def't. (Supreme Court, General Term, Fifth Department, Filed October 23, 1890.) CORPORATIONS-WEEKLY PAYMENT LAW-LAWS 1890, CHAP. 388.

Chapter 388 of the Laws 1890, requiring the payment to employees of

corporations of their wages weekly, was intended by the legislature for the protection of laborers and workmen, and does not apply to cierks, officers, school teachers, firemen, patrolmen and others who receive salaries.

HEARING upon a case agreed upon in pursuance of the provisions of § 1279 of the Code of Civil Procedure.

John T. McDonough, for pl'ffs; Frank C. Laughlin, for def't.

MACOMBER, J.-The submission to this court, made in pursuance of the provisions of the Code of Civil Procedure, is for the purpose of obtaining a judicial construction and application of clap. 388 of the Laws of 1890, entitled "An act to provide for the weekly payment of wages by corporations." By the terms of the agreement of submission, if the plaintiffs prevail, there should be a recovery of five penalties of ten dollars each against the defendant by reason of the failure and neglect of the city of Buffalo to pay weekly the compensation earned between September 1st and 23d, 1890, by John G. Goshleski, a clerk in the mayor's office; by George H. Selkirk, secretary and treasurer of the park commissioners; by John H. Brewster, a member of the fire department of the city of Buffalo; by George H. Stowitts, a school teacher, and by Michael Collins, a patrolman on the police force.

So much of § 1 of the act in question as is material to this hearing is as follows: "Every manufacturing, mining or quarrying, lumbering, mercantile, railroad, surface, street, clectric and elevated railway (except steam surface railroads), steamboat, telegraph, telephone and municipal corporation, and every incorporated express company and water company, shall pay weekly each and every employe engaged in its business the wages earned by such employe to within six days of the date of such payment."

The people claim that each and every one of the five persons above mentioned was and is an employe of the municipal corporation known as the city of Buffalo, whose salaries were wages earned, and that each of them was and is entitled to be paid his wages weekly, in pursuance of the provisions of said act. On the other hand, the city of Buffalo claims that each of said persons was not and is not an employe of said city within the meaning of the statute, that the salary of each of such persons was not wages within its meaning, and generally that the weekly payment law is not applicable to persons occupying such places.

A

The principle which is to control us in the interpretation or construction of this law, is the intention of the legislature in passing the same, to be ascertained from the language of the act and also from the cause or necessity of making the statute. strict and literal interpretation is not always to be adhered to where the case is not brought within the intention of the makers of the statute, although by a technical interpretation it is within its letter. It is the spirit and purpose of the statute which are to be regarded by us. The law should be so construed as to carry out the legislative intent, even though such construction be contrary to the literal meaning of some of the words used therein. People v. Lacombe, 99 N. Y., 49.

Not much need be said in regard to the word "wages," used in the title and body of the act, for if the statute had not used the word "employe," thus connecting the word "wages" with a person, in many instances, above the grade of a laborer, the people of this state, through its factory inspector, would probably not have sought a decision of the court upon these questions.

There is no doubt but the word "employe" is often used in a sense much in enlargement of the words "servant, workman or laborer." The only attempted legislative definition of the word which I have been able to find is contained in the report of the commissioners of the Code in submitting to the legislature an act entitled "The Civil Code," in the year 1865, but which never has been enacted into a statute. The commissioners there make the following definition: § 1004, "The contract of employment is a contract by which one, who is called the employer, engages another, who is called the employe, to do something for the benefit of the employer or of a third person." The ccmmissioners, in a note, say that the scope of the whole chapter, beginning with the above quoted provision, is not intended to be confined to servants, but includes factors, brokers, carriers, agents and all similar classes of persons.

66 one

Among lexicographers, the definition given by Professor Whitney in the Century dictionary, of the word "employe," seems to me to be the most lucid and comprehensive; it is as follows, who works for an employer; a person working for a salary or wages; applied to any one working, but usually only to clerks, workmen, laborers, etc., and but rarely to the higher officers of a corporation or government or to domestic servants; as the employes of a railroad company."

That the word may have different meanings in different connections admits of no doubt. The principle enunciated by Horne Tooke, in his diversions of Purley, that a word has "one meaning and one only," has no application in cases arising in statutes where construction or interpretation is required, except, perhaps, in scientific matters. Worcester, in the preface to his dictionary says: "Though there may be found in Johnson's dictionary many instances in which a distinction is made where there is little or no difference, yet the principle stated by Horne Tooke that a word has one meaning and one only,' cannot be admitted without numerous exceptions. Take for example some very common words, the nouns law, letter, line, post; though the different sense in which these words are used may be, in some measure, in accordance with one original meaning of each, yet a single definition of each of the words would afford but very inadequate explanation. The original or etymological meaning of many words has become obsolete, and they have assumed a new or more modern meaning; many which retain their etymological meaning have other meanings annexed to them; many have both a literal and metaphorical meaning and many both a common and technical meaning, all which need explanation."

* *

The primary general sense of a word often ramifies into different senses, as Webster illustrates in the preface to his dictionary.

He says, in substance, that by attention to the different uses and applications of the word, we become able, in most cases, to arrive at a satisfactory explanation of the manner in which the same word comes to be used with different significations. Professor Whitney says that "both historically and with regard to present usage, it is impossible to draw a hard and fast line between the two sides of words used in our language, either with respect to the words or to their individual senses.'

It may be broadly stated, therefore, that the word "employe," as used in the body of this statute, standing by itself, without words of limitation, is sufficient to include, not only persons engaged in manual labor, such as servants and laborers, but also such as may be employed otherwise. As was well held in the case of Gurney v. Atl. & G. W. R. Co., 58 N. Y., 358, where, under an order and judgment of this court requiring the receiver to pay the laborers and employes of the company for labor and services actually done in connection with that company's railway, the compensation of Jeremiah S. Black, a lawyer, was held to be payable by the assignee. In that case Chief Judge Church says: It is quite as rational to believe that the intent was to include

as to exclude the debt of the claimant. Debts for materials and supplies were protected, and why may we not suppose that the claimants' demand was regarded to be as just and equitable as those, especially under the circumstances referred to? The mortgage creditors received what they regarded a great benefit by making these concessions in the immediate appointment of the receiver, and the order should be liberally construed in favor of creditors who are presumed to have assented to them and relied upon them for the payment of their debts."

Judge Allen, in the same case, says: "In the absence of any intent apparent on the face of the order to discriminate between different classes of employes or different kinds of service, the court cannot confine it to a single class or to a particular service. The term employe is the correlative of employer, and neither term has, either technically or in general use, a restricted meaning by which any particular employment or service is indicated. The terms are as applicable to attorney and client, physician and patient, as to master and servant, a farmer and day laborer or a master mechanic and his workman." But conceding so much to the extent of the meaning of the word "employe," it brings us only to the real question in issue. That word must be read in connection with the word "wages," contained in the body as well as in the title to the act. The word wages here used limits the meaning of the word employe. In the case already cited from the court of appeals, no one, while conceding the correctness of the allowance to Mr. Black, would say that such allowances were wages. The statute, therefore, contains within itself a limitation upon the meaning of the word employe. The case consequently, as presented to us, is not whether the salary of an employe or the compensation of an employe, but whether the wages of an employe shall be paid weekly or not.

But whatever meaning may be lexically imputed to the word