Richmond Locomotive & Machine Works v. Moragne

• Decision Date: 29 October 1898
• Parties: RICHMOND LOCOMOTIVE & MACHINE WORKS v. MORAGNE ET AL.
• Court: Alabama Supreme Court

24 So. 834

119 Ala. 80

RICHMOND LOCOMOTIVE & MACHINE WORKS v. MORAGNE ET AL.

Supreme Court of Alabama

October 29, 1898

Appeal from city court of Gadsden; John H. Disque, Judge.

Action by the Richmond Locomotive & Machine Works against J. M Moragne and others on two promissory notes, which were alleged in the complaint to have been given to the plaintiff by the defendants. The complaint was in the statutory from. The defendant pleaded the general issue and five special pleas. Demurrers were sustained to these several pleas, and thereupon the defendant filed the following special plea which was sworn to: "(7) Defendants say they were the board of business managers of the Etowah Alliance Manufacturing Company, a corporation under the laws of Alabama; that the purchase of the machinery, the consideration of the instruments sued on, was made by said corporation, said corporation having full power under its charter to purchase said machinery, it being necessary to enjoy its rights granted by its charter, and to execute its notes for the payment thereof; that the notes sued on were executed by defendants as board of business managers of said corporation, and not otherwise; that as such board of business managers they had authority from said corporation to buy said machinery, and execute said notes for the same; that plaintiff dealt with them as a corporation, and that the debt now sued on was contracted by said Etowah Alliance Manufacturing Company as such corporation, and not otherwise and that the plaintiff knew that said corporation bought this machinery itself; hence defendants say they are not liable for said debt. Defendants make oath this plea is true." To the seventh plea the plaintiff demurred upon the ground among others, that it is not shown by said plea that the notes were executed by the defendants in such a manner as to bind them personally. This demurrer was overruled, and issue was joined on said plea. On the trial of the cause the notes sued on were introduced in evidence. They were made payable six and twelve months after date to the plaintiff, and were signed as follows: "J. M. Moragne, W. B. Beeson, G. W Wharton, Board of Business Managers." The defendants then offered in evidence the declaration, commission, and report of commissioners, and the certificate of incorporation, showing the incorporating of the Etowah Alliance Manufacturing Company. To the introduction of each of these instruments in evidence the plaintiff separately excepted, upon the grounds that each of them was irrelevant illegal, and immaterial, and that it was an attempt to alter or vary the terms, or change the legal effect, of the notes sued upon. Each of these objections was overruled, and the plaintiffs separately excepted. The defendants then offered to prove that the notes were given for the purchase of machinery for the Etowah Alliance Manufacturing Company, and that they were executed by them under due authority given as a board of business managers for said corporation, and that the plaintiff dealt with them as representatives of said corporation, and it was not intended that they, the defendants, should be personally bound. To the introduction of all this...