Roess Lumber Co. v. State Exch. Bank

• Decision Date: 24 November 1914
• Citation: 68 Fla. 324,67 So. 188
• Parties: ROESS LUMBER CO. v. STATE EXCH. BANK.
• Court: Florida Supreme Court

67 So. 188

68 Fla. 324

ROESS LUMBER CO. v. STATE EXCH. BANK.

Florida Supreme Court

November 24, 1914

Error to Circuit Court, Marion County; W. S. Bullock, Judge.

Action by the State Exchange Bank, a corporation, against the Roess Lumber Company, a corporation. Judgment for plaintiff, and defendant brings error. Affirmed.

Syllabus by the Court

SYLLABUS

One who gives a note in renewal of another note, with knowledge at the time of a partial failure of the consideration for the original note, or false representations by the payee, etc waives such defense, and cannot set it up to defeat a recovery on the renewal note. And where one giving such renewal note either had knowledge of such facts and circumstances, or by the exercise of ordinary diligence could have discovered them and ascertained his rights, it became his duty to make such inquiry and investigation before executing the renewal note, and, if he fails so to do, he is as much bound as if he had actual knowledge thereof.

The established rule is that knowledge acquired by the officers or agents of a corporation, while not acting for the corporation, but while acting for themselves, is not imputable to the corporation.

COUNSEL H. M. Hampton, of Ocala, for plaintiff in error.

R. T Boozer, of Lake City, for defendant in error.

OPINION

SHACKLEFORD C.J.

The State Exchange Bank, a corporation brought an action at law against the Roess Lumber Company, a corporation, upon a promissory note, alleged to have been executed by the defendant to the order of Bardin & Brown, a firm composed of F. F. Bardin and D. W. Brown, which note, before maturity for value, was indorsed and transferred by Bardin & Brown to the plaintiff. Six pleas were filed to the declaration. The plaintiff joined issue upon two of the pleas and filed replications to the other pleas, to which replications the defendant interposed a demurrer, which was overruled, whereupon the defendant filed a rejoinder, and a trial was had before a jury, which resulted in a verdict and judgment in favor of the plaintiff. Ten errors are assigned, but the plaintiff in error, who was the defendant in the court below concedes in its brief that only two points are presented to this court for determination; therefore we shall confine ourselves to those points.

In its pleas the defendant admits that it executed and delivered to Bardin & Brown the promissory note described in the declaration, and upon which the action is based, but denies that such note was indorsed and transferred to the plaintiff by the payee for value before maturity. The defendant further by its pleas avers that such note was executed by it to Bardin & Brown in part payment for cypress shingles purchased by the defendant from Bardin & Brown, in pursuance of a certain contract made and entered into by the parties, which contract Bardin & Brown had failed and neglected to carry out and perform, specifications of which are set forth, of which facts the plaintiff had notice and knowledge prior to the time the note was indorsed and delivered to it. In its replications to the pleas the plaintiff alleges that the note, which forms the subject-matter of the action, was a renewal note, executed by the defendant to take up the original note which it had executed, and that, at the time of the indorsement and transfer of the note, the plaintiff 'had no knowledge of the alleged agreement and conditions under which it is claimed by the defendant that said note was executed and delivered.' The foregoing is a very condensed statement of somewhat lengthy pleadings, but we think that we have stated sufficient to make this opinion intelligible.

In Padgett v. Lewis, 54 Fla. 177, 45 So. 29, we held as follows:

'One who gives a note in renewal of another note, with knowledge at the time of a partial failure of consideration for the original note, or false representations by the payee, etc., waives such defense, and cannot set it up to defeat a recovery on the renewal note. And where one giving such renewal note either had knowledge of such facts and circumstances, or by the exercise of ordinary diligence could have discovered them and ascertained his rights, it became his duty to make such inquiry and investigation before executing the renewal note, and, if he fails so to do, he is as much bound as if he had actual knowledge thereof.'

See, also, to the same effect, Hyer v. York Manufacturing Co., 58 Fla. 283, 50 So. 485, and Franklin Phosphate Co. v. International Harvester Co., 62 Fla. 185, 57 So. 206, Ann. Cas. 1913C, 1247.

The plaintiff in error concedes that is a...