Southern Oxygen Supply Co. v. de Golian

• Court: Georgia Supreme Court
• Writing for the Court: MOBLEY
• Citation: Southern Oxygen Supply Co. v. de Golian, 197 S.E.2d 374, 230 Ga. 405 (Ga. 1973)
• Decision Date: 13 April 1973
• Docket Number: No. 27704,27704
• Parties: , 12 UCC Rep.Serv. 916 SOUTHERN OXYGEN SUPPLY COMPANY v. Felix de GOLIAN, Jr.

Page 374

197 S.E.2d 374

230 Ga. 405, 12 UCC Rep.Serv. 916

SOUTHERN OXYGEN SUPPLY COMPANY v. Felix de GOLIAN, Jr.

No. 27704.

Supreme Court of Georgia.

April 13, 1973.

Syllabus by the Court

The Court of Appeals erred in holding that the person signing the note involved in the present case could introduce evidence that he signed in a representative capacity for a corporation, since the note on its face neither named the corporation represented, nor showed that he signed in a representative capacity.

John Calvin Hunter, Mathew Robins, Decatur, for appellant.

Westmoreland, Hall & Bryan, John L. Westmoreland, Jr., J. M. Crawford, Atlanta, for appellee.

MOBLEY, Chief Justice.

This court granted certiorari to review the decision of the Court of Appeals in de Golian v. Southern Oxygen Co., 127 Ga.App. 504, 194 S.E.2d 268.

The case originated by suit on a note of the Civil Court of Fulton County brought by Southern Oxygen Supply Company against Felix de Golian. The defendant asserted that the note was signed by him in his representative capacity as president of Golian Steel & Iron Company, and was not his personal obligation. On the trial the judge refused to allow parol evidence of intent or agreement between the parties, and judgment was entered against the defendant. The Court of Appeals reversed this judgment.

The body of the note does not name the maker. At the bottom of the note there are lines at the left which show that they are for an address. These lines are filled in with printing, the top line reading, 'Golian Steel Co.' The next two lines contain a street address, city, and state. At the bottom of the note at the right is the word 'Signatures:' and under this is the handwritten signature, 'Felix de Golian, Jr.'

The Court of Appeals construed the words 'Golian Steel Co.,' in the address at the left of the note, to show the name of the corporation represented, although the signer did not show that he was signing in a representative character, and held that the case was governed by Code Ann. § 109A-3-403(2)(b) (Ga.L.1962, pp. 156, 257), and that parol evidence would be admissible on the contention that the note was signed in a representative capacity, citing Kramer v. Johnson, 121 Ga.App. 848, 176 S.E.2d 108.

The Court of Appeals distinguished this court's opinion in Bostwick Banking Co. v. Arnold, 227 Ga. 18, 178 S.E.2d 890, stating that the Bostwick case involved a note which had nothing on its face to indicate a possibility of representation and therefore was within the provisions of Code Ann. § 109A-3-403(2)(a).

It is our opinion that the Court of Appeals erred in not applying...