English & Scottish American Mortgage & Investment Company v. Globe Loan & Trust Company

• Citation: 97 N.W. 612,70 Neb. 435
• Decision Date: 02 December 1903
• Docket Number: 13,072
• Parties: ENGLISH & SCOTTISH AMERICAN MORTGAGE & INVESTMENT COMPANY v. GLOBE LOAN & TRUST COMPANY ET AL
• Court: Nebraska Supreme Court

97 N.W. 612

70 Neb. 435

ENGLISH & SCOTTISH AMERICAN MORTGAGE & INVESTMENT COMPANY v. GLOBE LOAN & TRUST COMPANY ET AL

No. 13,072

Supreme Court of Nebraska

December 2, 1903

ERROR to the district court for Douglas county: LEE S. ESTELLE JUDGE. Affirmed.

AFFIRMED.

Arthur C. Wakeley, for plaintiff in error.

L. D Holmes, contra.

ALBERT C. GLANVILLE and BARNES, CC., concur.

OPINION

ALBERT, C.

This action was brought by the English & Scottish American Mortgage & Investment Co., against the Globe Loan & Trust Co., Emma O. Devries, as administratrix of the estate of H. O. Devries, deceased, and W. Beach Taylor, on a promissory note of which the following is a copy:

"$ 982.13. OMAHA, NEB., March 1, 1898.

"Globe Loan & Trust Co., Omaha, Nebraska.

"On or before two years after date, we promise to pay to the English & Scottish American Mortgage & I. Co., or order, nine hundred and eighty-two and 13-100 dollars, for value received; negotiable and payable at the office of the Globe Loan & Trust Company, Omaha, Nebraska, with interest at the rate of six per cent. per annum from date until maturity.

GLOBE LOAN & TRUST CO.,

"H. O. DEVRIES, Presdt.

"W. B. TAYLOR, Secy."

Only the last named defendant is concerned in the litigation at this time. As a defense to the note, he pleaded that it was the note of the trust company alone, and that he signed as secretary in order to give it effect as the obligation of such company, and for no other purpose. On the trial of the issues joined between the plaintiff and Taylor, the former offered the note in evidence, and it was excluded on the ground that it appeared on the face of the note that it was the obligation of the trust company, and not the personal obligation of such defendant. Judgment was given for Taylor, and the plaintiff brings error.

The sole question in this case is whether the note on its face shows a personal liability on the part of Taylor. If it does the judgment of the district court is wrong and should be reversed.

The plaintiff contends that the mere addition of the official title of an officer of a corporation to his signature on a note does not make it the note of the corporation, and that a note thus signed is the personal obligation of the officer thus signing it. Among the authorities cited in support of this contention are the following: Andres v. Kridler, 47 Neb. 585, 66 N.W. 649; Hays v. Crutcher, 54 Ind. 260; Scott v. Baker, 3 W.Va. 285; Rendell v. Harriman, 75 Me. 497; Casco Nat. Bank v. Clark, 139 N.Y. 307, 34 N.E. 908; Tucker Mfg. Co. v. Fairbanks, 98 Mass. 101. In none of the foregoing cases, however, is the name of the corporation itself attached to the note as maker, and those cases appear to rest on the familiar rule that where an agent signs a negotiable instrument in his own name, without disclosing on the face of the instrument the name of his principal, he is personally liable thereon. But, in the present case, the name of the corporation is attached to the note and is followed by that of Devries and Taylor with the designation of their respective titles. In American Nat. Bank v. Omaha Coffin Mfg. Co., 1 Neb. Unoff. 322, 95 N.W. 672, this court held that a note signed "Omaha Coffin Mfg. Co., C. A. Claflin, Pres., S. L. Andrews, Secy," was the note of the corporation, and that the officers whose names were attached thereto were not liable thereon. The doctrine announced in that case is supported by the following: Liebscher v. Kraus, 74 Wis. 387, 43 N.W. 166; Reeve v. First Nat. Bank, 54 N.J.L. 208, 23 A. 853; Draper v. Massachusetts Steam Heating Co., 5 Allen 338; Castle v. Foundry Co., 72 Me. 167; Falk v. Moebs, 127 U.S. 597, 32 L.Ed. 266, 8 S.Ct. 1319.

In the cases just cited, but one signature followed that of the corporation, and in the American Nat. Bank v Omaha Coffin Mfg. Co.,...