Davis v. England

• Decision Date: 08 May 1886
• Citation: 6 N.E. 731,141 Mass. 587
• Parties: DAVIS v. ENGLAND.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

141 Mass. 587

6 N.E. 731

DAVIS v. ENGLAND.

Supreme Judicial Court of Massachusetts, Suffolk.

May 8, 1886

This was an action of contract upon a promissory note of the following tenor:

"$1,000.

NEW YORK, July 18, 1883.

"Four months after date, I promise to pay to the order of W.L Davis one thousand dollars, value received, at N.Y. Nat'l Bro'way Bank.

"W.H ENGLAND,

"Pres. and Treas., Chelsea Iron Foundry Company."

The plaintiff put in his note, and the defendant, William H. England, who was the president and treasurer of a corporation called the "Chelsea Iron Foundry Company," organized under the laws of the state of New York, and having its usual place of business in Chelsea, in this state, admitted that the signature upon the note was made by him, and the note delivered by him to the plaintiff, Davis. The defendant thereupon offered evidence tending to show that the consideration of said note was goods sold and delivered by the plaintiff, Davis, to the Chelsea Iron Foundry Company. The plaintiff objected to the introduction of such evidence under the pleadings, and asked the court to rule that the evidence was immaterial and incompetent under an answer alleging that there was no consideration for the note. The court declined so to rule, and admitted the evidence. The defendant then introduced a long bill of items covering many different articles, the bill being headed, "Chelsea Iron Foundry Company, bought of William L. Davis," to which was annexed a receipt signed by plaintiff, William L. Davis, and another piece of paper not signed by anybody. The original bill footed up $2,339.71, but there were a number of erasures and corrections upon it. The unsigned slip had upon it the figures "$1,953.75;" underneath these figures, "$1,450.14." Underneath the last figures the word "add" and the figures "$20," followed by the letters "disc.;" at the bottom, the words "due W.L. Davis." The receipt acknowledged the payment to Davis by the company of $1,470, of which $1,450 was in payment for merchandise, and "$20 for amount of interest on note of $1,000;" the word "their" being interlined before the word note. The plaintiff objected to the introduction of these papers for any purpose. The defendant thereupon stated that he introduced the evidence to show that the consideration upon which the note was based went to the Chelsea Iron Foundry Company, and not to William H. England, the defendant, and for the further purpose of showing and proving that at the time, and after the note was given, it was understood, intended, and agreed by both parties that the note was the note of the Chelsea Iron Foundry Company. The court admitted the evidence, and the papers were shown to the jury. The defendant then was permitted, against the objection of the plaintiff, to testify as to the meaning of the words appearing upon the papers introduced, and that the $1,000 note mentioned in the receipt was the note in suit, and that the $20 set forth in the receipt and paper was the discount on the note in suit; that Davis, the plaintiff, had never claimed this note to be the note of W.H. England, until the time this suit was brought. Other evidence was introduced, under objection of the plaintiff, to show that the plaintiff had never claimed to hold anybody but the company upon the note until the bringing of this suit. The plaintiff asked the court to rule, as a matter of law, to the jury, that no evidence of what the intent of the parties was, in making that note, was competent to affect the contract set forth in said note. The court declined so to rule, but did rule, among other things, that if there was any effectual agreement altering the legal effect of the note, then the plaintiff had not a right to recover. The verdict was for defendant, and the plaintiff alleged exceptions.

COUNSEL

C.W. Bartlett, for plaintiff.

L.M. Child, for defendant.

OPINION

MORTON C.J.

The learned justice who presided in the superior court rightly ruled that the note sued on is the note of the defendant, and not of the Chelsea Iron Foundry Company. But it was erroneous to admit oral testimony to show that, at the time the note was given, and afterwards, it was understood and agreed by the parties that the note was the note of the Chelsea Iron Foundry Company. Neither the pleadings nor the evidence raised the question whether the note had been discharged by any subsequent agreement. The note being a written agreement, it is to be construed by the court. It is in law the contract of the defendant, and the ruling that the defendant might show by oral testimony that it was the note of the Chelsea Iron Foundry Company violated the settled rule of law that a written contract cannot be controlled or varied by oral testimony. Exceptions sustained.

NOTE.

In Guthrie v. Imbrie, (Or.) 6 Pac.Rep. 664, the note sued upon was as follows:

"$500.

PORTLAND, OREGON, July 8, 1875.

"For value received, we promise to pay to David Guthrie, or order, ninety days after date, five hundred dollars in U.S. gold coin, without interest.

[Signed]

JAMES IMBRIE, Prest.

[Seal.]

J.J. IMBRIE, Sec., G.M. Co."

The court say: "Leaving out of consideration the seal upon the note in question, there is nothing in its terms or language which purports to bind the corporation, or to be a contract of the corporation. The language is, 'We promise,' etc. The words 'Prest.' and 'Sec., G.M. Co.,' attached to the signatures, are merely descriptio personarum. They do not disclose the name of any principal, and in fact are too indefinite, without the aid of extraneous proof, to designate any corporation, When a person merely adds to the signature of his name the words 'Sec.,' 'Agent,' 'Trustee,' without disclosing the principal, he is personally bound. This is undoubtedly the ordinary rule, and supported by much authority." The court cite Scott v. Baker, 3 W.Va. 290; Hays v. Crutcher, 54 Ind. 261; Tucker Manuf'g Co. v. Fairbanks, 98 Mass. 102; Sturdivant v. Hull, 59 Me. 172; Burlingame v. Brewster, 79 Ill. 516; Tannatt v. National Bank, 1 Colo. 279; Towne v. Rice, 122 Mass. 75; Chamberlain v. Pacific Wool G. Co., 54 Cal. 106; Trustees, etc., v. Rautenberg, 88 Ill. 220; Bank v. Cook, 38 Ohio. St. 444; Ewell's Evans, Ag. 248, and notes; and 1 Daniel, Neg.Inst. § 403. The court in this case hold that the seal made the note the note of the company and not the individual note of those signing it.

In Means v. Swormstedt, 32 Ind. 87, the secretary of an incorporated company gave a promissory note under the seal of the company, using the words "we promise to pay," etc., and signed his own name, with "Secr'y" affixed. It was held that he was not liable thereon.

Where a blank check had the words "AEtna Mills" printed on the margin, was given by the treasurer of said mills for a debt due from the mills, and was signed by the treasurer individually, with the word "Treasurer" affixed, it was held that the treasurer was not personally liable. Carpenter v. Farnsworth, 106 Mass. 561.

Where an agent signed a bill of exchange in the form, "T.R.T Agent for S.F.," and there was nothing in the body of the bill evidencing an intent to bind the principal, it was held to be the bill of the agent, and not that of the principal, and that parol evidence was not admissible to show an intent to...