It is addressed to the Russo-Asiatic Bank, 64, Old Broad Street, London, in these terms:- "Dear Sirs, I request you kindly to hold at the disposal of the Petrograd Society of Mutual Credit, the sum of 300 (Three hundred) Pounds Sterling at debit of my current account with you.
It is indorsed: "Pay to the order of the State Bank, North West District Branch, Petrograd, value in account.
Petrograd Society of Mutual Credit," and is further indorsed: "Pay to the Order of the Russian Trade Delegation in England, London, value in account.
Certainly if the Soviet Government killed the Russian bank in January, 1918, they are imputing remarkable activities to the corpse.
The point upon which the learned judge decided the case was that the manager of the London branch, Mr. Jones, had no authority on behalf of the bank to bring the present action.
The authority of the agent is to be determined by the law of the country where the agency is created, in this case Russia; and it would probably be sufficient to rely upon the statement of Mr. Krougliakoff, the expert lawyer called by the defendants, that if the old Bank had still been in existence, Mr. Jones' power of attorney would be still valid.
The power of attorney is an authority given by the Bank as a legal person, and it in terms validates on behalf of the Bank whatsoever may be legally done between the date of revocation by any means of these presents and the time when the revocation becomes known to the Acting Manager pro tempore.
The alleged revocation is the change in the administration of the company from the directors to the State Bank, or the Soviet Government, and I am not disposed to dispute the view that without express provision such a change might operate to discharge the servants of the company, and so revoke the authority of the manager.
They reply to letters written by Mr. Jones on behalf of the Bank and accept his business directions.
I desire to add that even if there were a question of defective authority to sue, in my judgment it was not open to the defendants to raise the point as a matter of defence.
The judgment of Warrington J. in the case of Richmond v Branson[3] appears to me to state the law in a matter of this kind, where the question is whether the action has been brought with the authority of an existing principal, himself capable of suing.
Here the position is entirely different; the administration is ex hypothesi in the hands of a friendly government, who could undoubtedly direct an action to be commenced in the name of the existing Bank.
They are in the position of ordinary principals, and I have never heard of any plea having been formulated which would entitle the defendant to raise at the hearing a defence that, though the plaintiff had the right to sue, he had not in fact authorized the particular action.
But it may be added that the sterling bonds which were redeemed by the agreement had originally come from the custody of the London branch, and it appears to me to be well within the authority of the London manager to take steps to redeem such bonds when the occasion was a profitable one, both for the Bank as a whole and, so far as there was any separation of business interests, for the branch.
It is possible that they do; to determine whether they do or not, it would be necessary to consider how far the Soviet legislation has extra-territorial operation in respect of movables, a matter which, in my judgment, it is unnecessary to consider.
An attempt was made by the plaintiffs to support their case, should there be found to be a want of authority, by putting forward a ratification by the liquidator.
I am not satisfied that the liquidator of a branch business of a company registered abroad and having its head and seat abroad is so clothed with the authority of the principal as to be competent to ratify an act not within the authority of the branch here, and I should not support the claim on that ground if it were otherwise unfounded.
In the result this case resolves itself into the simple position of a claim against a mortgagee who has been paid off and who holds both the security and the sum repaid.