Rotuba Extruders, Inc. v. Ceppos

CourtNew York Court of Appeals
Writing for the CourtFUCHSBERG; BREITEL
Citation46 N.Y.2d 223,413 N.Y.S.2d 141,385 N.E.2d 1068
Decision Date27 December 1978
Parties, 385 N.E.2d 1068, 25 UCC Rep.Serv. 765 ROTUBA EXTRUDERS, INC., Appellant, v. Kenneth CEPPOS et al., Respondents.

Page 141

413 N.Y.S.2d 141
46 N.Y.2d 223, 385 N.E.2d 1068, 25
UCC Rep.Serv. 765
ROTUBA EXTRUDERS, INC., Appellant,
v.
Kenneth CEPPOS et al., Respondents.
Court of Appeals of New York.
Dec. 27, 1978.

Murray L. Skala and Gabriel Kaszovitz, New York City, for appellant.

Bernard Levy, Mount Vernon, for respondents.

OPINION OF THE COURT

FUCHSBERG, Judge.

This appeal, in an action between the immediate parties to a series of negotiable

Page 142

instruments, calls upon us to determine what measure of proof is required to free from personal liability an authorized representative who signs his own name to a series of negotiable instruments that name the principal represented but do not show that the representative signed in a representative capacity. The issue falls squarely within section 3-403 (subd. (2), par. (b)) of the New York Uniform Commercial Code.

Pursuant to CPLR 3213, plaintiff, the Rotuba Extruders, Inc., initiated the action by the service of a summons, complaint and notice of motion for partial summary judgment in lieu of complaint. The summary judgment was sought on the first cause of action, which was brought against the defendant Kenneth Ceppos on seven promissory notes in the aggregate face amount of $33,898.80. These notes had been delivered to plaintiff between February and May, 1976, in payment for goods sold and delivered to Kenbert Lighting Industries, Inc., a close corporation of which Kenneth Ceppos was the chief executive officer and of which Robert Ceppos and Daniel Ceppos were the other principals. Rotuba apparently then considered Kenbert so precarious a credit risk that, as set forth in its verified complaint, it was insistent that one of the three Ceppos' guarantee payment for goods sold to Kenbert. When the first notes went unpaid upon presentation for payment, Rotuba first brought an action against Kenbert. Shortly thereafter, as the due date of the remaining notes approached, Kenbert filed a voluntary petition under chapter 11 of the Federal Bankruptcy Laws. Rotuba thereupon initiated the present action against the individual defendants. 1

Except for the dates, amounts and bank where they were to be presented which were in handwriting, and the face amount for which each was made, which had been inserted by a mechanical check-writing device, the notes were each on an identical printed form. In addition, the word "we" had been written in a blank space obviously provided for the insertion of a plural or singular pronoun. On the single printed line provided for a signature in the lower right-hand corner of each note appeared the signature of Kenneth Ceppos and, in a space immediately above this, in what is apparently a different handwriting, were the words "Kenbert Lighting Ind. Inc." No word or symbol, not even as much as "by" or "for", appeared to signify that Kenneth Ceppos was acting in a representative capacity in affixing his signature. Nor was there any designation of any office or position that Kenneth Ceppos held with Kenbert.

The exact language of the first note, which save for differences in the amount and date of each is for all practical purposes a duplicate of the other six, appears as follows:

Page 143

It is Rotuba's position on the motion for summary judgment that the notes indicate on their very faces that Kenneth Ceppos is personally liable on them. In opposition, Ceppos contends that a triable issue of fact exists because, as he asserts, the notes are ambiguous on their faces and his intention was only to sign them in a representative capacity. The Supreme Court rejected this argument and granted Rotuba's motion. On appeal, however, the Appellate Division unanimously reversed in a short memorandum which concluded that "a question of fact is inherent on the face of each note as to who is liable for payment" (58 A.D.2d 537, 396 N.Y.S.2d 1). For the ensuing reasons, we disagree with that determination.

The pertinent subdivision of section 3-403 of the New York Uniform Commercial Code provides:

"An authorized representative who signs his own name to an instrument

"(a) is personally obligated if the instrument neither names the person represented nor shows that the representative signed in a representative capacity;

"(b) except as otherwise established between the immediate parties, is personally obligated if the instrument names the person represented but does not show that the representative signed in a representative capacity, or if the instrument does not name the person represented but does show that the representative signed in a representative capacity."

Section 3-403 aims to foster certainty and definiteness in the law of commercial paper, requirements deriving from the "necessity for takers of negotiable instruments to tell at a glance whose obligation they hold" (White & Summers, Uniform Commercial Code, § 13-2, p. 399). 2 To make commercial paper "freely negotiable without undue risk" (Financial Assoc. v. Impact Marketing, 90 Misc.2d 545,...

To continue reading

Request your trial
1132 practice notes
  • Hughes Electronics Corp. v. Citibank, No. B164083.
    • United States
    • California Court of Appeals
    • June 30, 2004
    ...Cent. School Dist. (1995) 85 N.Y.2d 232, 623 N.Y.S.2d 821, 823, 647 N.E.2d 1329, 1331; Rotuba Extruders, Inc. v. Ceppos (1978) 46 N.Y.2d 223, 413 N.Y.S.2d 141, 144-145, 385 N.E.2d 1068, 1971-1072; see also 4 White & Summers, Uniform Commercial Code (4th ed.2001) § 3-3 ["a single occasion ca......
  • Rosado v. Bagnall, 2008 NY Slip Op 31971(U) (N.Y. Sup. Ct. 7/3/2008), 0005571/2006.
    • United States
    • United States State Supreme Court (New York)
    • July 3, 2008
    ...to the absence of triable issues. See, Zuckerman v. City of New York, 49 N.Y.2d 557, 562 (1980); Page 3 Rotuba Extruders, Inc. v. Ceppos, 46 N.Y.2d 223, 231(1978); Andre v. Pomeroy, 35 N.Y.2d 361, 364 (1974); Taft v. New York City Tr. Auth., 193 A.D.2d 503, 505 (1993). As such, the function......
  • Amigon v. Maxwin USA, Inc., 2008 NY Slip Op 32035(U) (N.Y. Sup. Ct. 7/14/2008), 0007858/2006
    • United States
    • United States State Supreme Court (New York)
    • July 14, 2008
    ...summary judgment should be granted when there is no doubt as to the absence of triable issues. See, Rotuba Extruders, Inc. v. Ceppos, 46 N.Y.2d 223, 231 (1978); Andre v. Pomeroy, 35 N.Y.2d 361, 364 (1974); Taft v. New York City Tr. Auth., 193 A.D.2d 503, 505 (1nd Dept. 1993). As such, the f......
  • Dominguez v. Algieri, 2020-34863
    • United States
    • United States State Supreme Court (New York)
    • August 26, 2020
    ...is a drastic remedy and should only be granted in the absence of any triable issues of fact (see Rotuba Extruders, Inc. v Ceppos, 46 N.Y.2d 223, 413 N.Y.S.2d 141 [1978]; Andre v Pomeroy, 35 N.Y.2d 361, 362 N.Y.S.2d 131 [1974]). The proponent of a summary judgment motion must make a prima fa......
  • Request a trial to view additional results
1126 cases
  • Hughes Electronics Corp. v. Citibank, No. B164083.
    • United States
    • California Court of Appeals
    • June 30, 2004
    ...Cent. School Dist. (1995) 85 N.Y.2d 232, 623 N.Y.S.2d 821, 823, 647 N.E.2d 1329, 1331; Rotuba Extruders, Inc. v. Ceppos (1978) 46 N.Y.2d 223, 413 N.Y.S.2d 141, 144-145, 385 N.E.2d 1068, 1971-1072; see also 4 White & Summers, Uniform Commercial Code (4th ed.2001) § 3-3 ["a single occasion ca......
  • Rosado v. Bagnall, 2008 NY Slip Op 31971(U) (N.Y. Sup. Ct. 7/3/2008), 0005571/2006.
    • United States
    • United States State Supreme Court (New York)
    • July 3, 2008
    ...to the absence of triable issues. See, Zuckerman v. City of New York, 49 N.Y.2d 557, 562 (1980); Page 3 Rotuba Extruders, Inc. v. Ceppos, 46 N.Y.2d 223, 231(1978); Andre v. Pomeroy, 35 N.Y.2d 361, 364 (1974); Taft v. New York City Tr. Auth., 193 A.D.2d 503, 505 (1993). As such, the function......
  • Amigon v. Maxwin USA, Inc., 2008 NY Slip Op 32035(U) (N.Y. Sup. Ct. 7/14/2008), 0007858/2006
    • United States
    • United States State Supreme Court (New York)
    • July 14, 2008
    ...summary judgment should be granted when there is no doubt as to the absence of triable issues. See, Rotuba Extruders, Inc. v. Ceppos, 46 N.Y.2d 223, 231 (1978); Andre v. Pomeroy, 35 N.Y.2d 361, 364 (1974); Taft v. New York City Tr. Auth., 193 A.D.2d 503, 505 (1nd Dept. 1993). As such, the f......
  • Dominguez v. Algieri, 2020-34863
    • United States
    • United States State Supreme Court (New York)
    • August 26, 2020
    ...is a drastic remedy and should only be granted in the absence of any triable issues of fact (see Rotuba Extruders, Inc. v Ceppos, 46 N.Y.2d 223, 413 N.Y.S.2d 141 [1978]; Andre v Pomeroy, 35 N.Y.2d 361, 362 N.Y.S.2d 131 [1974]). The proponent of a summary judgment motion must make a prima fa......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT