Apparent authority: manager's assignment of decrees binds the company when accepted and ratified, protecting a bona fide assignee.

Whether a manager's assignment of court decrees without express board sanction binds judgment-debtors and a transferee: the article concludes that acts within a manager's apparent authority bind the company as to bona fide third parties even if internally irregular; sales of decrees fall within a banking company's ordinary course and are not negated by internal limits on directors' powers; company acceptance of consideration and failure to object (including substitution in proceedings) effects ratification, leaving any remedy for irregularity against the manager personally rather than defeating a bona fide assignee's rights.

---

---

Issues: Whether the assignment of decrees by the company's manager, effected without express sanction of the Board of Directors, was valid and binding on the judgment-debtors and could be enforced by the assignee.

Analysis: The Articles of Association authorised a manager to conduct the company's banking business and, by delegation, to sign and transfer instruments where such transfers were sanctioned by the Board. The limitation on directors' powers does not prevent a banking company from selling decrees obtained in the ordinary course of its business. Acts done by managers or directors within their apparent authority, even if irregular or lacking internal sanction, bind the company as against third parties acting bona fide. Section 109 of the Indian Companies Act, 1913, limits borrowing procedure but does not prohibit sales falling within ordinary business. Where the company appropriated the consideration and did not object upon notice (including substitution under Order 21, Rule 16 of the Code of Civil Procedure, 1908), that conduct amounted to ratification; any remedy for irregularity lies against the manager personally rather than to defeat the rights of a bona fide assignee.

Conclusion: In favour of Respondent; the assignment was held valid and binding, the sales were ratified by the company's conduct, and the appeals are dismissed.

---