Saint Joseph Valley Bank v. Napoleon Motors Co.
| Citation | 230 Mich. 498,202 N.W. 933 |
| Decision Date | 03 April 1925 |
| Docket Number | No. 80.,80. |
| Parties | SAINT JOSEPH VALLEY BANK v. NAPOLEON MOTORS CO. et al. |
| Court | Supreme Court of Michigan |
OPINION TEXT STARTS HERE
Error to Circuit Court, Grand Traverse County; Frederick W. Mayne, Judge.
Action by the Saint Joseph Valley Bank against the Napoleon Motors Company and others. Judgment for plaintiff, and defendants Frank Trude and W. G. Rath bring error. Reversed, without a new trial.
Argued before CLARK, BIRD, SHARPE, MOORE, STEERE, FELLOWS, and WIEST, JJ. H. C. Davis and C. L. Dayton, both of Traverse City, for appellants.
Verne G. Cawley, of Elkhart, Ind., and W. P. Crotser, of Traverse City, for appellee.
Defendant Napoleon Motors Company, a corporation, manufactured trucks at Traverse City. Frank Trude was its vice president, and W. G. Rath its secretary and treasurer. In selling trucks it received notes secured by chattel mortgages. It entered into a contract with plaintiff bank, of Elkhart, Ind., by which plaintiff agred to and did purchase such paper. The contract provided that, if any of the paper was not paid at maturity, defendant corporation (therein called the seller) was to pay the same within 10 days. The agreement was prepared by plaintiff, and, after signing, was sent to Traverse City for form of guaranty, also written thereon, to be signed. The guaranty and the signature were as follows:
‘Full performance of seller's obligations under this contract is individually guaranteed by the following persons: Napoleon Motors Co., Frank Trude, Vice Pres., W. G. Rath, Secy.-Treas.’
Notes not being paid as required, plaintiff sued defendant corporation and Trude and Rath, and had judgment in a cause tried without a jury. Trude and Rath bring error, and the question is whether they are personally liable as guarantors.
The right of the corporation to sign the guaranty is not questioned. It is said that this is an Indiana contract, to be governed by the laws of that state. We think it unnecessary to determine that question, finding the later decisions of the courts of last resort of that state, so far as applicable, to be in line with the weight of authority, by which the question will be determined. There is a lack of harmony among the authorities on the question. This is recognized in Second National Bank v. Midland Steel Co., 155 Ind. 581, 58 N. E. 833,52 L. R. A. 307, where earlier decisions of that state are reviewed.
If the guaranty had been signed by ‘Frank Trude, Vice Pres.,’ and ‘W. G. Rath, Secy.-Treas.,’ and without the name of the corporation, then, considering the language of the guaranty, particularly ‘persons' and ‘individually,’ it might be held, under many authorities, that the signers were bound personally, and that the words ‘Vice Pres.’ and ‘Secy.-Treas.’ were merely descriptio personae. Second National Bank v. Midland Steel Co., supra; Reeve v. First Nat. Bank of Glassboro, 54 N. J. Law, 208, 23 A. 853,16 L. R. A. 143, 33 Am. St. Rep. 675. In many cases somewhat similar to the supposed case, the writing being deemed ambiguous, evidence to show the intention of the parties has been held admissible. 3 Cook on Corporations (6th Ed.) § 724; Second Nat. Bank v. Midland Steel Co., supra.
But here the corporation alone, Napoleon Motors Company, signed the guaranty. It could sign only by its officer or officers. We cannot ignore its name so written. And without the signing of its officer or officers its signature would be incomplete. The undertaking so signed must be taken conclusively to be that of the corporation. Falk v. Moebs, 127 U. S. 597, 8 S. Ct. 1319, 32 L. Ed. 266;Reeve v. First Nat. Bank of Glassboro, supra; Flick v. Jordan, 74 Ind. App. 314, 129 N. E. 42;Liebscher v. Kraus, 74 Wis. 387, 43 N. W. 166,5 L. R. A. 496, 17 Am. St. Rep. 171;Taylor v. Danielsonville Cotton Co., 82 Conn. 220, 72 A. 1080;Gleason v. Milk Supply Co., 93 Me. 544, 45 A. 825,74 Am. St. Rep. 370;Miller v. Roach, 150 Mass. 140, 22 N. E. 634,6 L. R. A. 71; Alexander v. Sizer, 4 L. R. Ct. of Exch. 102; Latham v. Flour Mills, 68 Tex. 127, 3 S. W. 462; 14a C. J. 596; 3 Cook on Corporations (6th Ed.) § 724.
The fact that the corporate name is followed by the signatures of both the vice president and the secretary-treasurer does not make the latter liable personally. It was held in English & Scottish A. M. & I. Co. v. Globe, etc., Co., 70 Neb. 435, 97 N. W. 612,6 Ann. Cas. 999:
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...relevant to determine whether the individual had knowledge of the acceptance of the guaranty.3 But see St. Joseph Valley Bank v. Napoleon Motors Co., 230 Mich. 498, 202 N.W. 933 (1925), where the defendant, a corporation, entered into a contract with plaintiff, a bank, under which the latte......
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...Corbin on Contracts, § 573, p. 357. That the terms of a written guaranty cannot be varied by parol, see St. Joseph Valley Bank v. Napoleon Motors Co. (1925), 230 Mich. 498, 202 N.W. 933; Morris & Co. v. Lucker (1909), 158 Mich. 518, 123 N.W. 21; State National Bank of Albuquerque v. Wernick......
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...in his capacity as president of Hobbs, or personally. Regarding that question, the court relied on St. Joseph Valley Bank v. Napoleon Motors Co., 230 Mich. 498, 202 N.W. 933 (1925), for the distinction between a corporate signature and a personal signature. The court then gave an example of......
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