Nat'l Exch. Bank v. Gay

• Citation: 57 Conn. 224,17 A. 555
• Parties: NATIONAL EXCH. BANK v. GAY.
• Decision Date: 27 April 1889
• Court: Connecticut Supreme Court

17 A. 555

57 Conn. 224

NATIONAL EXCH. BANK

v. GAY.

Supreme Court of Errors of Connecticut.

April 27, 1889.

Case reserved from district court, Hartford County.

J. C. Parsons, for plaintiff. C. E. Perkins, for defendant.

PARDEE, J. The plaintiff corporation was organized on April 5, 1864, under the act of congress of February 25, 1863. Under that law its existence would have terminated on February 24, 1883. By an act of congress passed July 12, 1882, entitled "An act to enable national banking associations to extend their corporate existence, and for other purposes," it was enabled to, and did, extend its existence during 20 additional years. On January 8, 1872, the defendant, with others, executed a bond, as follows: "Know all men by these presents, that whereas the National Exchange Bank of Hartford, Connecticut, has discounted, and may hereafter discount, for the Delaney & Munson Manufacturing Company, (a corporation existing under the laws of the state of Connecticut, located and doing business in the town of Farmington,) promissory notes, drafts, and bills of exchange: Therefore we, James W. Delaney, George Dunham, Lucas Richards, Samuel Q. Porter, George Richards & Co., Augustus Ward, William Gay, Winthrop M. Wadsworth, and Samuel S. Cowles, for value received, jointly and severally guaranty to the said National Exchange Bank the full, prompt, and ultimate payment of all promissory notes, drafts, bills of exchange, or other evidences of indebtedness which the said National Exchange Bank have discounted, or may hereafter discount, for the said Delaney & Munson Manufacturing Company, to an amount not to exceed fifteen thousand dollars in all at any one time. And in case of nonpayment we do hereby bind ourselves, our heirs and executors, to pay the same on demand, with all costs and damages. It is, however, agreed and understood between the parties to this instrument chat any one or all of the signers thereof may, at any time hereafter, give notice in writing to the president or cashier of the said National Exchange Bank that such signer or signers of said bond will not be Holden upon said bond for any liabilities created by said Delaney & Munson Manufacturing Company subsequently to the giving of said written notice, and that such signer or signers shall thereby and thereupon be released and discharged from any claim by said bank upon said bond for any liability created as aforesaid, after the giving of said written notice. Dated at Farmington on this eighth day of January, A. D. 1872" By way of answer the defendant averred that at the time said bond was made the oblige therein described was a corporation duly organized on the 5th day of April, 1864, under the banking laws of the United States, to continue as such national banking corporation until the close of business on the 24th day of February, 1883; but it had no power or right of succession, or of corporate existence for a longer period than twenty years from and after its said organization, to-wit, after said 24th day of February, 1883. Also, that the only consideration for said bond was such as might arise from time to time by the said obligee's discounting notes and other evidences of indebtedness, for the benefit of said Delaney & Munson Manufacturing Company, within such time as the said bond might continue in force, and that none of the notes described in the plaintiff's complaint were discounted by said oblige prior to February 25, 1883, but were all discounted in 1887 and 1888, as specified in said complaint, and long after the expiration of the corporate existence of said oblige, under the banking laws in force at the time of its organization as aforesaid, or at the time of the making of said bond. In reply the plaintiff averred that the notes described in the complaint were discounted for the Delaney & Munson Manufacturing Company since February 24, 1883; that from the date of said bond (January 8, 1872) to the commencement of this suit the plaintiffs have held at all times some notes, drafts, bills of exchange, or other evidences of indebtedness which they had discounted for said manufacturing company, relying upon said...