La Salle Nat'l Bank of La Salle v. Rock
| Decision Date | 31 October 1883 |
| Parties | LA SALLE NATIONAL BANK OF LA SALLEv.TOLU ROCK AND RYE COMPANY. |
| Court | United States Appellate Court of Illinois |
OPINION TEXT STARTS HERE
APPEAL from the Superior Court of Cook county; the Hon. ROLLIN S. WILLIAMSON, Judge, presiding. Opinion filed February 12, 1884.
This was assumpsit brought by the La Salle National Bank as indorsee and holder of a bill of exchange, alleged to have been drawn by the De Steiger Glass Company on the Tolu Rock and Rye Company, and accepted by the latter. The instrument was as follows:
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¦“$825.00. ¦ ¦ ¦
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¦ ¦(¦Office of ¦
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¦ ¦(¦De Steiger Glass Company La Salle ¦
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¦Manufacturers ¦(¦Ill. Dec. 13, 1882. ¦
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¦of ¦(¦Thirty days after date, pay to the ¦
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¦Window Glass, Glass¦(¦order of ourself eight hundred and ¦
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¦Ware, Fruit Jars, ¦(¦twenty-five dollars with exchange, ¦
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¦&c. ¦(¦value received, and charge the same¦
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¦ ¦(¦to account of ¦
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¦ ¦(¦PHIL. R. DE STEIGER, Prest.” ¦
+---------------------------------------------------------+
“To the Tolu Rock & Rye Co., Chicago, Ill.”
(Written across the face)
“Accepted, payable at 41 River street, Chicago.
TOLU ROCK & RYE CO.
F. E. Davis, Treas.”
(Indorsed) “Pay to the order of La Salle National Bank.
DE STEIGER GLASS CO.
Phil. R. De Steiger, Prest.”
The declaration was in the usual form, to which the defendant pleaded the general issue, also a special plea that the draft was the draft of Phil. R. De Steiger and not the draft of the De Steiger Glass Company.
Upon the trial the plaintiff offered the draft in evidence, to the introduction of which the defendant objected on the ground that it was not the draft of the company, that it had never been indorsed by De Steiger, the drawer, and that there was a variance between the instrument declared upon, and the one offered in evidence. The court sustained the objection, and refused to admit the draft in evidence; whereupon the plaintiff offered to prove:
1st. That the draft was drawn by Phil. R. De Steiger, as the president of the De Steiger Glass Company.
2d. That it was within the usual function of said Phil. R. De Steiger, as president of said company, to make negotiable paper of said company.
3d. That said company has customarily negotiated and treated paper so signed or drawn as was this draft, as the paper of the De Steiger Glass Company; and
4th. That the draft offered in evidence was drawn by said Phil. R. De Steiger, president of said glass company, as the draft of said company, and that said intention was known to the defendant in this case.
And again offered the draft in evidence in connection with such parol evidence, which the court again rejected. To which ruling of the court the plaintiff duly excepted. The plaintiff offering no further evidence, there was a verdict and judgment for the defendant, and the plaintiff appealed to this court. The assignment of errors calls in question the rulings of the court in refusing to admit the evidence offered.
Messrs. PECKHAM & BROWN, for appellant; that as the draft was drawn to the order of “ourself,” its indorsement by the company was a ratification by that company of its signature by the president, cited Melvin v. Hodges, 71 Ill. 422; Paul v. Berry, 78 Ill. 158; Conro v. Point Henry Co., 12 Barbour, 27; Fuller v. Hooper, 3 Gray, 334; Devendorf v. West Va. O., etc., Co., 17 West Va. 135.
Parol evidence was admissible to explain the draft: Hypes v. Griffin, 89 Ill. 134; Mechanics Bk. v. Bk. of Columbia, 5 Wheaton, 526; Baldwin v. Bk. of Newbury, 1 Wallace, 234; Haile v. Pierce, 32 Md. 327; Brockway v. Allen, 17 Wendell, 40; Hood v. Hallenbeck, 7 Hun, 362; West v. First Nat. Bk., 20 Hun, 408; Hovey v. Magill, 2 Conn. 680; Hager v. Rice, 4 Colo. 90; Lazarus v. Shearer, 2 Ala. 718; May v. Hewitt, 33 Ala. 161; R. F. & P. R. R. Co. v. Snead, 19 Grat. 354; Hardy v. Pilcher, 57 Miss. 18; McClellan v. Reynolds, 49 Mo. 312.
Messrs. G. W. and J. T. KRETZINGER, for appellee; that it is not the draft of the corporation, and that the president is liable individually, cited Barker v. Mechanics Ins. Co., 3 Wend. 94-8; Taft v. Brewster, 9 Johns. R. 234; White v. Skinner, 13 Johns. R. 307; Stone v. Wood, 7 Cowen, 453; Scott v. Baker, 3 West Va. 285; Macbean v. Morrison, 1 A. K. Marshall, 545; Hills v. Bannister, 8 Cowen, 31; Powers v. Briggs, 79 Ill. 404.
As to the admission of parol evidence to explain the draft when the action against the acceptor is not brought by the president or the corporation, but a third party: Hypes v. Griffin, 89 Ill. 137.
As to the action of the court in rejecting the draft when offered alone, it is unnecessary to express any opinion. The decisions upon the construction and interpretation of commercial instruments purporting to be executed by one in a representative capacity, are almost infinite in number and variety, some of them being seemingly in conflict with each other, while many are so near the border line as to make it seem they might as appropriately fall on one side as the other.
The only question we shall consider is, as to whether the draft, taken in connection with the parol evidence offered, was admissible; or, confining it within still narrower limits, was the parol evidence offered admissible, since if it was, it was ample to show that the draft was drawn as and for, and was intended to be, the company's paper, and that this was known to appellee when accepting it, and also that De Steiger had authority to bind the company thereby? We shall assume what we think must be conceded without discussion, that it is, at least, doubtful upon the face of the instrument, whether it was intended to be the act of the company or of De Steiger individually.
We have examined with much care the adjudicated cases on this subject and have reached the conclusion both upon reason and authority, that under the conditions stated, such evidence is admissible.
The Supreme Court of the United States have repeatedly held in similar cases, that where the instrument was ambiguous on its face, rendering it doubtful whether it was intended to be the official act of the corporation or the private act of an agent, extrinsic evidence may be resorted to, to show which was intended; and that the admission of such evidence was not in violation of the rule against varying or contradicting the terms of a written instrument by parol.
In the leading case of Mechanics Bank v. Bank of Columbia, 5 Wheat. 326, an action was brought by the latter bank against the former on the following check:
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¦ ¦ ¦“No. 18. ¦
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¦ ¦(¦Mechanics Bank of Alexandria. ¦
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¦ ¦(¦June 25, 1817. ¦
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¦Mechanics Bank¦(¦Cashier of the Bank of Columbia. ¦
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¦of ¦(¦Pay to the order of P. H. Minor, Esq.¦
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¦Alexandria. ¦(¦ten thousand dollars. ¦
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¦ ¦(¦$10,000. WM. PATON, Jr.” ¦
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The check was offered in evidence by the plaintiff, and in connection with it, evidence to prove that Paton, before, at the time, and subsequent to the drawing of the check, was cashier of the Mechanics Bank, and that Minor was its teller; and in order to prove that the check was drawn by Paton in his capacity as cashier, and that it was so understood by the Bank of Columbia, evidence was further offered by the plaintiff to show that from a time anterior to the time of drawing the check, there was kept in the Mechanics Bank a book of printed checks in blank, to be used by the cashier in drawing his official checks, and that the check in question had been cut out of said book. It was further shown that Paton in drawing checks, and in official correspondence, sometimes added to his signature the letters “Cas” or “Ca.” and at other times omitted them.
The defendant's counsel objected to all such extrinsic evidence, insisting that the character of the check could only be determined by the check itself, and that no parol or other evidence could be received to explain the same. The trial court overruled the objection, and held that it was competent to prove by parol that the check was drawn under such circumstances and in such a manner as justified the plaintiff in considering it the check of the bank. The Supreme Court affirmed the ruling of the court below. Speaking by Johnson, J., the court said: ...
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