Williams v. Hipple
| Decision Date | 16 April 1901 |
| Docket Number | 223-1900 |
| Citation | 17 Pa.Super. 81 |
| Parties | Williams v. Hipple |
| Court | Pennsylvania Superior Court |
Argued May 23, 1900
Appeal by plaintiff, from judgment of C.P. Delaware Co.-1899, No 179, on verdict for plaintiff in case of Morris Williams v William P. Hipple.
Assumpsit on a promissory note. Before Johnson, P. J.
From the record it appeared that the suit was brought on a promissory note dated December 9, 1898, for $ 816.46. Allowing for certain payments, the balance claimed was $ 562.26.
The defendant offered the following note as a set-off:
[Signed] " Thornbury Stone Q. & C. Co.
" Morris Williams, Treasurer."
Mr Hall: I offer in evidence this note, and claim by it and upon its face that the plaintiff here is personally liable for full amount of the note.
The court admitted the note under objection and exception.
After the defendant had closed Mr. Williams for the plaintiff made the following offer:
I offer to show that William P. Hipple, the defendant, took this note signed Thornbury Stone Quarrying and Crushing Company, Morris Williams, Treasurer, as the note of the corporation, the debt of the Thornbury Stone Quarrying and Crushing Company, and not as the note of Morris Williams, Treasurer. We will further show that this note was given in payment to the John J. Williams Supply Company in payment of the indebtedness of the Thornbury Stone Quarrying and Crushing Company to the John J. Williams Supply Company, the said indebtedness being created for the ordinary expenses, labor and indebtedness of the corporation, to show that it is the note of the corporation; and, in the second place, to show that William P. Hipple took it as such and knew at the time and has never since considered the note as the note of Morris Wiliams, but has considered it as the note of the Thornbury Stone Quarrying and Crushing Company.
Objected to. Objection sustained and bill sealed.
The court gave instructions to the jury to render a verdict for plaintiff for $ 44.62.
Verdict and judgment for plaintiff for $ 44.62. Plaintiff appealed.
Errors assigned were rulings on evidence, quoting the bill of exceptions. Instructions as to verdict.
N.H. Larzelere, with him Albert J. Williams, for appellant. -- The court was in error in admitting the note: Draper v. Mass. Steam Heating Co., 5 Allen, 338; Carpenter v. Farnsworth, 106 Mass. 561; Chipman v. Foster, 119 Mass. 189; Goodenough v. Thayer, 132 Mass. 152; Miller v. Roach, 150 Mass. 140; Reeve v. First Nat. Bank of Glassboro, 23 A. 853; Atkins v. Brown, 59 Maine, 90; Falk v. Moebs, 127 U.S. 597; 2 Cook on Stock and Stockholders & Corporations, sec. 724.
E. H. Hall, for appellee. -- The authorities being full upon the point that a corporation may be bound by stamping its name upon a note by a stamp of a peculiar kind and adopted by it, the note in this case is sensible as being the promise of more than one person and properly represented by the plural pronoun: Heffner v. Brownell, 31 N.W. 947; McCandless v. Belle Plaine Canning Co., 78 Iowa, 162; Matthews v. Dubuque Mattress Co., 54 N.W. 225; Robinson v. Kanawha Valley Bank, 8 N.E. 583; Merchants' Nat. Bank v. Clark, 64 Hun, 176; San Bernardino Nat. Bank v. Andreson, 32 P. 168.
The Pennsylvania authorities are full upon the point that the mere addition of the title to an office will not qualify the officer's liability: Tassey v. Church, 4 W. & S. 346; Ulam v. Boyd, 87 Pa. 477.
Before Rice, P. J., Beaver, Orlady, W. W. Porter and W. D. Porter, JJ.
There are two questions raised by this appeal. First, whether on the face of the promissory note offered in evidence by the defendant as a set-off, Morris Williams, the plaintiff, is personally liable; second, whether, in the absence of proof that the defendant is an innocent holder for value before maturity, the plaintiff had the right to show that the note admitted in evidence, was signed by Morris Williams on behalf of the Thornbury Stone Quarrying and Crushing Company as its treasurer, and not as a personal obligation, and that the defendant took it as such. The note is in the following form:
" $ 500.00 Glen Mills, Pa. Sept. 24, 1898.
On January 20, 1899, after date, we promise to pay to the order of John J. Williams Supply Company five hundred dollars, without defalcation. Value received. Payable at the Charter National Bank of Media Pa.
Referring first to the second question above stated, we observe that the offer of the note by the defendant is not accompanied by any offer to show that he is an innocent holder of the note for value before maturity. Indeed, no proof of execution was offered. The whole offer made by counsel is, " I offer in evidence this note and claim by it and upon its face that the plaintiff here is personally liable for full amount of the note." Under these circumstances the status of the defendant is no higher than if he had been one of the original parties to the note. If this be so, then was it permissible for the plaintiff to show that the note, admitted in evidence, was in fact taken by the defendant as the note of the Thornbury Company and not as the note of Morris Williams; that the proceeds of the note were applied to the purposes of that corporation; and that Morris Williams executed it on behalf of the corporation by authority. Offers to make proof of substantially such matters were rejected by the court below, and (the note having been admitted in evidence) we believe erroneously: Barclay v. Pursley, 110 Pa. 13; Seyfert & Co. v. Lowe, 7 W. N.C. (Supreme Ct.) 39; Sharpe v. Bellis, 61 Pa. 69; Roberts v. Austin, 5 Whart. 313; Hopkins v. Mehaffy, 11 S. & R. 126.
We are however, prepared to go a step beyond this and take up the first question above suggested, namely, whether on the face of the note a personal liability on the part of Morris Williams is disclosed. The form of the execution of the note is above reproduced, (as nearly as may be done in print), as it appears upon the paper. The name of the corporation was appended by a stamp, the words, " Morris Williams, Treasurer," standing beneath and a little to the right of it in handwriting. The grounds upon which the plaintiff is alleged to be personally liable are that the body of the note does not contain the proper name of the promisors, its place being taken by the plural pronoun " we," indicating more than one promisor; that the signature by the corporation by a stamp was an effective execution by the corporation; and that the word, "...
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