Blanchard Press Inc v. Stanton

• Decision Date: 16 April 1926
• Docket Number: (No. 11962.)
• Citation: 132 S.E. 617
• Parties: BLANCHARD PRESS, Inc. v. STANTON.
• Court: South Carolina Supreme Court

132 S.E. 617

BLANCHARD PRESS, Inc.

v.STANTON.

(No. 11962.)

Supreme Court of South Carolina.

April 16, 1926.

Appeal from Common Pleas Circuit Court of Marlboro County; R. W. Memminger, Judge.

Action by Blanchard Press, Inc., against Lila M. Stanton. Judgment for defendant, and plaintiff appeals. Affirmed.

Laughlin, Houck & Thames, of Florence, for appellant.

McColl & Stevenson, of Bennettsville, for respondent.

WATTS, J. The "case" contains the following statement:

"This is an action on a promissory note commenced in the circuit court of common pleas for Marlboro county by service of summons and complaint on the defendant on the——day of ——, 192—. The defendant answered, interposing the defense of fraud and counterclaim for $1,000, alleged to have been fraudulently obtained from defendant. To the counterclaim plaintiff filed a general denial. The case came on to be heard before his honor, R. W. Memminger, and a jury at the regular spring term of 1924 of the court of common pleas for Marlboro county.

"Briefly stated, the facts giving rise to this case are: The defendant agreed to purchase a certain number of shares of the capital stock of a corporation as the Talking Book Corporation, and in consideration therefor paid the sum of $1,000, and in addition executed and indorsed the note in question as part purchase price for said stock. The plaintiff claims the note was subsequently and before its maturity indorsed by the Talking Book Corporation and delivered to the plaintiff for value. The testimony of plaintiff's witnesses was taken by deposition, and was read to the jury without any objection from the defendant's counsel. The defendant then testified over the objection of plaintiff's attorneys. The plaintiff was overruled by the trial judge in its motion for a verdict by direction. The jury rendered a verdict for the defendant."

Plaintiff appeals, and by exceptions, six in number, challenges the correctness of his honor's ruling and charge to the jury.

His honor, the late lamented Judge Memminger, by his charge to the jury declared the law so ably and clearly that the jury could not be in doubt as to what the issues were and the law of the case. It is as clear a statement of the issues and the law applicable thereto as any case ever tried.

We think there was enough evidence to be submitted to the jury whether the plaintiff was an innocent purchaser for value before maturity, or whether it acquired title after maturity or with knowledge of defect. His honor was not in error in submitting the question to the jury whether the plaintiff did not know at the time it acquired the note that there had been a failure of consideration because it represented worthless capital stock, and it was for the jury to determine from the indorsements on the note the date and order thereof, whether the plaintiff acquired the note subsequently to its maturity, and that under the proof a future sale of stock was made out, and this made the note void, unless and until the plaintiff assumed the burden of proving the prerequisites to recovery laid down in the statute.

We are satisfied with the ruling of his honor and his clear and comprehensive charge, and see no error.

All exceptions are overruled, and judgment affirmed.

GARY, C. J., and COTHRAN, BLEASE, and STABLER, JJ., concur.

COTHRAN, J. I concur in the opinion of Mr. Justice WATTS, but, with great respect for him and his views, I desire to express my impressions of this case.

The plaintiff, claiming to be a holder in due course of the note in question, brought suit upon it, after the refusal of the defendant to pay it. The defendant answered the complaint, alleging that the note was obtained by fraudulent misrepresentations and was without consideration. She also set up a counterclaim for $1,000, which she paid in cash at the time the alleged contract was entered into.

The case was tried by Judge Memminger, Circuit Judge, and a jury, and resulted in a verdict for the defendant. The appeal of the plaintiff assigns errors: (1) In the admission of certain evidence; (2) in the refusal of the presiding judge to direct a verdict in its favor; and (3) in certain portions of the charge to the jury, which will be considered in the order named. Before doing so, a statement of the circumstances bearing upon the questions to be considered will be given.

It appears that two artists of approved smoothness of speech, utter strangers to the defendant, approached her, and, with the most alluring and deceitful representations, induced her to contract for the purchase of $3,000 of stock in a corporation doing business in New York City. She paid them $1,000 in cash, and gave a note for the remainder, $2,000; the stock to be delivered upon payment of the note. The note was a negotiable promissory note, dated May 3, 1920; payable to the order of herself, on September 3d thereafter, for the amount stated, with interest from maturity at 7 per cent., and 10 per cent, attorney's fees. The stock contracted for was never delivered or tendered to the defendant.

At the time of the date of the note, the evidence tends to show that the corporation whose stock was contracted for, "Talking Book Corporation, " was largely indebted to another corporation, "Blanchard Press, Inc., " for printing and other work done for it by still another corporation, "Isaac H. Blanchard Company, " and by the Blanchard Press Inc.; and that all of the assets of the Isaac H. Blanchard Company had been assigned to the Blanchard Press, Inc. Although the Isaac H. Blanchard Company had apparently been absorbed by the Blanchard Press, Inc., both corporations were still in existence— that of the Isaac II. Blanchard Company being only nominal—with the same president.

On August 6, 1920, the Blanchard Press, Inc., was, and for some time had been, pressing the Talking Book Corporation for settlement of its past-due accounts, and was threatening suit. In order to gain further time, and as collateral security to the claims held by the Blanchard Press, Inc., against it, the Talking Book Corporation turned over by indorsement a number of notes against various parties which had not then matured, including that of the defendant, to one A. J. Brower, the president of the Blanchard Press, Inc. A receipt was given to the Talking Book Corporation for the notes so indorsed and transferred. It was signed by the Isaac H. Blanchard Company, as the president of the Blanchard Press, Inc., testified, inadvertently; that the notes were intended to be transferred to the Blanchard Press, Inc., and had never passed into the possession of the Isaac H. Blanchard Company. The receipt contained the following statement:

"We (that is, the signers of the receipt) are to hold these as collateral security for the payment of your (Talking Book Corporation's) indebtedness to us, in addition to such other collateral security as we possess on this date, and to collect them as they fall due, and apply the proceeds to the credit of your account."

The note of the defendant, sued upon, bore the indorsement of the defendant (it having been drawn payable to herself or order), and also the indorsement of Talking Book Corporation, besides others which will be...