Wright v. Drury Petroleum Corp., 53.

• Decision Date: 31 December 1924
• Docket Number: No. 53.,53.
• Citation: 229 Mich. 542,201 N.W. 484
• Parties: WRIGHT v. DRURY PETROLEUM CORPORATION et al.
• Court: Michigan Supreme Court

229 Mich. 542

201 N.W. 484

WRIGHT

v.DRURY PETROLEUM CORPORATION et al.

No. 53.

Supreme Court of Michigan.

Dec. 31, 1924.

Error to Circuit Court, Saginaw County; Ernest A. Snow, Judge.

Action by Harriet H. Wright against Drury Petroleum Corporation, James E. Anderson, and others. Judgment for plaintiff, and last-named defendant brings error. Reversed as to last-named defendant, with directions.

Argued before CLARK, C. J., and McDONALD, BIRD, SHARPE, MOORE, STEERE, FELLOWS, and WIEST, JJ.O'Keefe & O'Keefe, or Saginaw, for appellant.

Crane & Crane and W. J. Nash, all of Saginaw, for appellee.

WIEST, J.

Plaintiff, claiming to be the holder for value before maturity of the following note, brought this suit against the Drury Petroleum Corporation, J. E. Anderson, and Charles G. Walker, as makers thereof.

‘$10,000.

10/20/1921.

‘Sixty days after date we promise to pay to the order of Williams Investment Co., ten thousand & no/100 dollars at their office. Value received. Interest 7%.

‘Drury Petroleum Corp.

‘Executive Board, J. E. Anderson,

‘Chas. G. Walker.

‘Due 12/20/21.’

Defendant Anderson by plea, notice, and affidavit denied execution of the note otherwise than as an officer of the corporation acting by authority.

Judgment was rendered against the corporation, Anderson, and Walker, and Anderson reviews by writ of error.

By motions to direct verdict, enter judgment non obstante veredicto and for a new trial, and requests for instructions to the jury and exceptions taken, the main question presented is whether the note on its face purports to be the obligation of the corporation alone.

The trial judge instructed the jury:

‘So you are instructed as a matter of law, as the beginning, that this note evidences an obligation on the part of the Drury Petroleum Corporation, J. E. Anderson, and Charles G. Walker, to the Williams Investment Company for $10,000. * * *

‘I instruct you the note is Anderson and Walker's note, until they prove to you it is not. If they do not satisfy you of that, in so far as Anderson and Walker are concerned, they are liable upon it, as a matter of law. And that principle is practically conceded on both sides of this case. There is not anything to show on this note that the note was signed by J. E. Anderson and Charles G. Walker for the Drury Petroleum Corporation. If they intended that, they should have said, ‘Drury Petroleum Corporation, by J. E. Anderson and by Charles G. Walker.’ It does not say that, therefore they are individual makers of this note, and that is not for your consideration. It is a matter of law for the court to decide, and the court has come to that conclusion and so instructs you.'

The trial judge also instructed the jury that the burden rested upon defendants Anderson and Walker to establish the fact they signed the note by authority and on behalf of the corporation and not for themselves, but even this, if established, would constitute no defense against plaintiff if she was a purchaser for value before maturity.

The Negotiable Instruments Law (C. L. 1915, § 6040 et seq.) speaks with authority, is not handicapped by previous judicial holdings, carries its own definitions, interprets acts, and determines by somewhat arbitrary rules rights, remedies, and liabilities.

Defendant Anderson invokes section 22 of that law (C. L. 1915, § 6061):

‘Where the instrument contains, or a person adds to his signature, words indicating that he signs for or on behalf of a principal, or in a representative capacity, he is not liable on the instrument if he was duly authorized, but the mere addition of words describing him as an agent, or as filling a representative character, without disclosing his principal, does not exempt him from personal liability.’

In 1 Joyce, Defenses to Commercial Paper, § 27 (2d Ed.) it is said of this section of the Negotiable Instruments Law:

‘Prior to the enactment of this section there were a long line of decisions holding that where one signs an instrument and adds after his signature the words ‘agent,’ ‘trustee,’ ‘guardian,’ ‘administrator,’ ‘secretary,’ ‘treasurer,’ ‘president,’ etc., he is rendered personally liable, since the use of the affix is regarded merely as descriptio personae, and not as indicating a signing in a representative capacity, in the absence of words showing that the signing was ‘for’ or ‘on behalf’ of another, or words to that effect. But by the adoption of the...