
    Railway Co. v. McCoy.
    Under the provisions of “An act to secure pay to persons performing labor or furnishing materials in constructing railroads,” passed March 31, 1874 (71 O. L. 51), which provides that “Any person performing said labor or furnishing said materials, who has not been paid therefor, shall serve a notice in writing upon the secretary or other officer or agent of said railroad company, stating in said notice the kind and amount of materials furnished, etc,” the service of such notice upon a director of the railway company to be affected by it is sufficient.
    Eiíeob to the District Court of Pike county.
    Michael and Peter Nessler furnished to the contractors of the Scioto Talley Railway Company, plaintiff in error, to be used in the construction of its railroad, certain cross ties. Within thirty days after their delivery (in October, 1877), —their claim for the ties being wholly unpaid, — the Nesslers served a notice in writing upon W. A. Hutchins, a director of the railway company, of the furnishing of such cross ties, such as is required by “ An act to secure pay to persons performing labor or furnishing materials in constructing railroads,” passed March 31, 1874 (71 O. L. 51).
    Thereafter, the Nesslers sold and assigned their claim for the ties to the defendant in error, who brought his action upon it against the company in the court below. His judgment of recovery was affirmed on error in the district court, and to reverse this judgment of affirmance, the present proceeding is prosecuted. The alleged insufficiency of the notice of the furnishing of the ties is chiefly relied upon to reverse the judgments below.
    
      C. 0. Hunter, for plaintiff in error
    cited Dunn db Witt v. Banhin, 21 Ohio St. 132; By. Co. v. Gronin, 38 -Ohio St. 122 ; Farrell Foundry Go. v. Dart, 26 Conn. 3T6; Ang. & Ames on Corp. §§ 306, 308; Ouster v. Tomphins County Banh, 9 Barr (Pa.) 21; Ins. Go. v. Shriver, 3 Md. Ch. 381 ; Banh v. Cunningham, 24 Pick. 270 ; Story on Agency, §§ 140b, 140e; Oraighead v. By. Co., 9 H. of L. 711; National Exchange Go. v. Drew, 2 Mich. 105 ; 6 Ellis & B. 963 : 2 De Gre;x, M. &. O. 522; 2 H. of L. 497.
    
      W. D. James and J. A. Eylor, for defendant in error
    
      People v. Tweed, 13 Abbott Pr. 442 ; Rev. Stat. § 3248 ; By. Go. v. McPherson, (Mo.) 4 Am. L. Reg. (N. S.) 567; Maynard v. Ins. Go., 8 Am. L. Reg. 186 ; Smith v. Boyalton Banh, 32 Yt. 341; 121 Mass. 490 ; Ang. & Ames on Corp. § 306,
   Owen, J.

The act which is relied upon to authorize the proceedings below, — 71 O. L. 51, — provides that: “ Any person performing said labor or furnishing said materials, who has not been paid therefor shall serve a notice in writing upon the secretary or other officer or agent of said railroad company, . . . stating in said notice the kind and amount of materials furnished, etc.”

Was the service of a notice upon W. A. Hutchins, a director of the railway company, within the requirement of the foregoing provision ? It will not be questioned, that at the common law, and in the absence of statutory provision on the subject, in order to affect a corporation with the knowledge of a fact on the part of one of its directors, it is necessary that he should have such knowledge while acting officially in the business of the corporation, unless he is acting at the time under some special authority conferred on him other than what he would possess as merely one of the directors.

Was the enactment which is relied upon to sustain this notice, intended to qualify or enlarge this common law rule, or is it simply a statutory declaration of it ?

It seems clear to us, upon both reason and authority, that its design was to facilitate the methods by which the laborers and material-men chiefly affected by it are to secure their claims by charging the companies with them, and is entitled to such reasonable and liberal construction as will best carry out its purpose. Railway Co. v. Cronin, 38 Ohio St. 127; Barnes v. Thompson, 2 Swan (Tenn.) 315; Buck v. Brian, 2 How. (Miss.) 880; Phillips Mech. Liens, § 16. There certainly was a literal compliance with its requirements. When we reflect that “ the corporate powers, business, and property of the [railway] corporations,.must be exercised, conducted, and controlled by the board of directors,” (Sec. 3248, Rev. Stat.), we cannot question that a director of such company is an “ officer” of it.

We are at liberty to suppose, also, that a director of a railway corporation is one who is sufficiently interested in its affairs to see to it that any fact which comes to his notice, affecting his company, will, with promptness, be brought to the knowledge of the latter. To hold that class of persons who are chiefly affected by this provision to a strict rather than liberal construction of it, would tend rather to defeat than to effectuate it. Service of such notice on a director of the railway company was good, although such director did not appear to have been charged with the management of the particular business concerning which his company was sought to be charged.

Judgment affirmed.  