Reeve v. First Nat. Bank Or Glassboro

• Decision Date: 29 February 1892
• Citation: 23 A. 853,54 N.J.L. 208
• Parties: REEVE v. FIRST NAT. BANK OR GLASSBORO.
• Court: New Jersey Supreme Court

23 A. 853

54 N.J.L. 208

REEVE

v. FIRST NAT. BANK OR GLASSBORO.

Court of Errors and Appeals of New Jersey.

Feb. 29, 1892.

(Syllabus by the Court.)

Error to circuit court, Gloucester county; before Justice Garrison.

Action by the First National Bank of Glassboro, N. J., against Thomas Reeve, the Warrick Glass-Works, and J. Price Warrick on certain notes. Judgment for plaintiff. Defendant Reeve brings error. Affirmed.

J. J. Crandall, for plaintiff in error.

Lewis Starr, for defendant in error.

REED, J. This cause was tried at the Gloucester circuit. The action was brought upon certain promissory notes, of which the following is a copy: "Glassboro, N. J., Dec. 18, 1890. $97 70-100. Three months after date we promise to pay to the order of Thos. Reeve, at the First National Bank of Glassboro, ninety-seven and 70-100 dollars, without defalcation, value received. Warrick Glass-Works. J. Price Warrick, Pres." Two additional notes, one for $90.80 and another for $140.10, were in the same form. Each was indorsed by the payee, and held for value by the First National Bank of Glassboro. At maturity a demand of payment was made at the bank upon the Warrick Glass-Works, payment refused, and notice of protest duly given to Reeves, the payee and indorser. The defense interposed by the defendants' counsel was that the note was signed by the Warrick Glass-Works and by J. Price Warrick as joint makers; that demand of payment should have been made upon each of the joint makers; and therefore it was insisted that the failure to make a demand upon Warrick relieved the indorser from liability. The only facts proved in the case bearing upon the question mooted were that the note was given by the corporation for feed furnished, and that J. Price Warrick was the president of the company. At the conclusion of the plaintiff's case a motion to nonsuit was made and overruled. This action of the trial court was the subject of the only material exception.

We are of opinion that the refusal to nonsuit was correct. The note was that of the Warrick Glass-Works alone. The demand of payment was properly made upon the corporation only. The cases in which the liability of parties to paper similar to this is determined are not uniform in their results. Indeed, great contrariety of views can be found in the decisions upon this question. A detailed examination of those cases would not result in much profit. The result of the best-considered decisions is this: Where nothing appears in the body of a note to indicate the maker, and the note is signed by a corporate name, under which name appears the name of an officer of the company, with his corporate official title affixed thereto, in such case the note is taken conclusively to be that of the corporation. Where, however, a note drawn in a similar form, except as to the signatures, is subscribed by the name of an officer of a corporation, to which name is affixed his title as an officer of a particular corporation, the result is not the same. In respect to notes drawn in the lastmentioned form, the courts in most of the states hold that there is an ambiguity arising out of this manner of coupling the names of the natural person and of the corporation. It is therefore open to the parties to introduce extrinsic testimony to disclose facts from which it can be concluded which of the parties should be regarded as the maker. In this state the rule is that a note drawn in this form is prima facie the note of the person signing, and not the note of the...