whether he had authority to do so. This authority may be actual or apparent. In the instant matter the solution is made difficult by the peculiar internal procedure under which Michael J. Hughes & Company was operating. Feldman was the sole and therefore controlling stockholder. He was the vice-president and the corporate officer in charge of financial affairs. If his acts, at least in the field of corporate finance, could not bind Michael J. Hughes & Company, it is difficult to see whose acts could. While in a corporation with proper internal management procedures the signing of a tax waiver might properly belong to the office of president, or even be governed by a resolution of the board of directors, internal affairs were not so conducted in the corporation with which we are dealing. Here one man, the vice-president and sole stockholder, with the knowledge and acquiescence of at least two of his fellow officers handled the financial affairs.
The courts of New Jersey have not hesitated to bind corporations by acts authorized by the interested persons despite the fact that there have been glaring deficiencies in the internal management structure of the corporation. See Herman v. Brickman, Super. Ct. App. Div. 1950, 8 N.J.Super. 204, 73 A.2d 730. The present facts call for an application of this general principle. Particularly pertinent is the decision of the Court of Errors and Appeals in Murphy v. W. H. & F. W. Cane, Inc., E. & A. 1912, 82 N.J.L. 557, 82 A. 854. That case dealt with the authority of a corporate officer to bind the corporation, and the facts there presented are very similar to the present case. In fact the corporate structure presented in the instant matter seems to fall precisely into the law enunciated in that case. There the court was presented with a situation where a corporation had dispensed with the election of directors and the adoption of by-laws. Officers had been elected annually and one of these, the president, represented the corporation in the making of contracts. On these facts it was held that a jury question was presented as to the authority of the president to bind the corporation. It was further held that '* * * where the functions normally pertaining to a board of directors are in the particular instance performed by the stockholders themselves, they by common consent dispensing with the election of directors, the agency for the company may result as clearly as if action by a board of directors had intervened; for such directors would themselves be no more than agents for the body of stockholders.' See Murphy case, supra, 82 NJ.L.at page 563, 82 A.at page 856.
Feldman, the sole stockholder chose not to elect a board of directors. Instead he had a slate of officers, of which he was vice-president. Since as vice-president he conducted the financial affairs, his act in signing the tax waiver for the corporation as vice-president was, on the authority of the above case, the act of the stockholder and thus the act of the corporation. As sole stockholder his was the right to say how the corporation's internal affairs should be managed and by whom. This he did in the manner indicated by the evidence. This Court can conceive of no other result save that the waiver is valid and binding.
Petitioner, Crowe Machine Company, objects to the Referee's statement of the question presented, on the ground that it lacks the requisite preciseness and certainty. The Bankruptcy Act provides the basis for the Referee's action in this respect. See 11 U.S.C.A. 67, sub. a(8). That section merely provides that in connection with the preparation of a certificate for review the Referee should include '* * * a statement of the questions presented * * *.' Here the Referee stated the ultimate question to be determined. However, a reading of the briefs of the parties clearly shows that they had a firm grasp of the ultimate question and its ramifications. It would thus seem that the defect, if any, has been cured by counsel themselves.
Subsequent to the entrance of the order here complained of, the Crowe Machine Company petitioned for the reopening of the proceedings. This petition was heard and denied and is not before the Court on this review.
The action of the Referee in allowing the claim of the Collector of Internal Revenue is affirmed.
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