Dormont Savings & Trust Co. v. Kommer
| Citation | 13 A.2d 525,338 Pa. 548 |
| Decision Date | 06 May 1940 |
| Docket Number | 68,69 |
| Parties | Dormont Savings & Trust Co., Appellant, v. Kommer; Dormont Savings & Trust Co., Appellant, v. Philips |
| Court | United States State Supreme Court of Pennsylvania |
Argued March 21, 1940.
Appeals, Nos. 68 and 69, March T., 1940, from judgments of C.P. Allegheny Co., July T., 1935, Nos. 1242 and 1240, in cases of Dormont Savings & Trust Company v. J. A. Kommer, and Same v. E. N. Philips. Judgment affirmed in favor of Philips and reversed in favor of Kommer.
Actions in assumpsit on promissory notes. Before DITHRICH, J.
The opinion of the Supreme Court states the facts.
Verdicts and judgments for defendants. Plaintiff appealed.
Error assigned, in each case, among others, was refusal of motions for new trial and for judgment n.o.v.
The judgment in favor of defendant E. N. Philips is affirmed. The judgment in favor of defendant J. A. Kommer is reversed, and the record is remitted to the court below with direction to enter judgment in favor of plaintiff against defendant J. A Kommer in the sum of $550 with interest to the date of judgment.
Charles F. C. Arensberg, of Patterson, Crawford, Arensberg & Dunn James M. Graham and Ella Graubart, for appellant.
Jason Richardson, for appellees.
Before SCHAFFER, C.J., MAXEY, DREW, STERN, BARNES and PATTERSON, JJ.
On the fourth note the name of E. N. Philips appears as secretary instead of that of Lightcap. Each of the notes is made payable to the order of "Ourselves." Two of them are endorsed as follows:
"Mt. Lebanon Baptist Church Board of Trustees
Harry L. Baer, Chairman
Attest R. C. Lightcap, Secretary
J. L. Shields
J. A. Kommer
M. V. Bybee
E. N. Philips
H. W. Ewalt
L. C. Clark"
In the endorsements on the third note the names of Philips and Bybee are transposed, and under the name of Clark is that of J. L. Shields, so that the latter's name appears twice on the back of the instrument. The endorsements on the fourth note are as follows:
"Mt. Lebanon Baptist Church Board of Trustees
Harry L. Baer, Chairman
Attest E. N. Philips, Secretary
J. L. Shields
J. A. Kommer
H. W. Ewalt
L. C. Clark
M. V. Bybee
E. N. Philips"
Dormont Savings & Trust Company is attempting to hold J. A. Kommer and E. N. Philips liable individually as endorsers. The jury rendered verdicts for defendants, and plaintiff now appeals from the refusal of the court below to enter judgment in its favor n.o.v.
By section 20 of the Negotiable Instruments Law of May 16, 1901, P.L. 194, it is provided that "Where the instrument contains or a person adds to his signature words indicating that he signs for or on behalf of a principal, or in a representative capacity, he is not liable on the instrument if he was duly authorized; . . ."
As far as the notes of $8,200, $4,000, and $8,500 are concerned, it would seem reasonably clear that defendants' endorsements meet the requirements of this section for exemption from personal liability. The principal, Mt. Lebanon Baptist Church, is named, and the back of each note contains the words "Board of Trustees" and indicates that the first four signatures appearing thereunder are the persons constituting the Board and that they signed in that capacity. The evidence establishes that they were duly authorized by a resolution of the congregation which directed the Board to borrow the money needed for the erection of its new church building, and, as security therefor, to execute the necessary notes. It was also shown that Shields, Kommer, Bybee and Philips, together with Baer as chairman, constituted the Board of Trustees at the time these three notes were executed.
In Chelsea Exchange Bank v. First United Presbyterian Church, 152 N.Y.S. 201, a note was endorsed "First United Presbyterian Church, John Elliott, Pres. Edward A. Shea, Treas. Finance Committee, John Elliott, Edward A. Shea, John McKee." It was held that Elliott, Shea and McKee could not be held liable, since it appeared from the manner of their endorsements that they were acting in a representative capacity as members of the Finance Committee.
In Wilson v. Clinton Chapel African Methodist Episcopal Zion Church, 138 Tenn. 398, 198 S.W. 244, the endorsements consisted of eight names, including one as chairman and another as secretary, and all followed by the words "Trustees A. M. E. Zion Church." It was held that under the provisions of section 20 of the Negotiable Instruments Law they were relieved from personal liability if the testimony showed they were authorized to bind the Church.
In First National Bank of Pennsboro v. Delancey, 109 W.Va. 136, 153 S.E. 908, the signatories of a note were held not to be individually liable, it appearing in the body of the note that they were the trustees of a church and obligated themselves only in that capacity.
In Kennedy & Parsons Co. v. Lander Dairy & Produce Co., 36 Wyo. 58, 252 P. 1036, a note was executed by "Lander Dairy & Produce Co. Board of Directors," followed by individual names. The court held that it was thereby sufficiently indicated that these persons constituted the Board of Directors of Lander Dairy & Produce Co. and that they signed on behalf of the corporation as principal and were therefore absolved from liability.
It is urged by plaintiff that because the names of the four endorsers, including those of defendants, are grouped together under the stamped words "Mt. Lebanon Baptist Church, Board of Trustees," it cannot be determined from a mere observation of the paper that they were the members of the Board and signed as such. But the same arrangement existed in the Chelsea Exchange Bank case and in the Lander Dairy & Produce Co. case, supra. Likewise in Wright v. Drury Petroleum Corporation, 229 Mich. 542, 201 N.W. 484, a note was signed:
"Drury Petroleum Corp.
Executive Board, J. E. Anderson, Charles G. Walker." It was held that it was of no significance that the individual names followed the words "Executive Board." The court said the statutory requirement of words indicating the signatures to have been in a representative capacity called for no more than the use of appropriate words pointing to that fact, and the relative position of such words and the signatures was immaterial. It was said by CARDOZO, J., in New Georgia National Bank v. J. & G. Lippmann, 249 N.Y. 307, 164 N.E. 108: "Whenever the form of the paper is such as fairly to indicate to the eye of common sense that the maker signs as agent or in a representative capacity, he is relieved of personal liability if duly authorized." There would seem to be no reason to distinguish a case where the words "Board of Trustees" precede from one where they follow the names of the...
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