Haskell v. Cornish (1859) · DecisionDepot

Haskell v. Cornish

Name: California Superior Court Tentative Rulings
Creator: DecisionDepot
License: https://creativecommons.org/licenses/by-nc/4.0/

California Supreme Court Jul 1, 1859Published

Before: Baldwin

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Holding. The court held that a promissory note signed by individuals as trustees on behalf of a corporation, which explicitly states the consideration was received by the corporation, constitutes the obligation of the corporation rather than the personal liability of the signers.

Issues

Whether a promissory note signed by individuals as trustees on behalf of a corporation binds the individuals personally or the corporation.

Disposition. reversed and remanded

Quotations verified verbatim against the opinion

“It imports, taken altogether, to be the note of the whole Board of Trustees of the corporation, and thus the note of the corporation itself.”

Synopsis

A note stating, that “ We, the undersigned Trustees of the First African Methodist Episcopal Church, in behalf of the whole Board of Trustees of said Association, promise to pay,” etc. and signed, without qualification, by two persons haying authority, is the note of the church, and not of the signers.

If, on the face of an instrument not under seal, executed by an agent, with competent authority, signing his own name simply, it appears that the agent executed it in behalf of the principal, the principal, and not the agent, is bound.

If, in the body of a note, it appear that the note is the note of the principal, or made by the signer for and as agent of the principal, it is the note of the latter even though the words “agent for,” or the like, are not added to the signature.

Baldwin, J. delivered the opinion of the Court Field, J. concurring.

Suit below on a promissory note in this form :

[47]“ San Francisco, April 5, 1855.

Eight months after date, we, the undersigned, Trustees of the First African Methodist Episcopal Church, in behalf of the whole Board of Trustees of said Association, promise to pay to Darius Stokes, or order, four hundred and ninety-eight and seventy-five one hundredth dollars, with interest at three per cent, per month, payable monthly till paid, for value received by said Association.

(Signed,) Henry C. Cornish,

John C. Lewis.”

The main question depends upon the construction of this instrument. Is it the note of the individuals signing it, or of the Board of Trustees of the Church, which was shown to be a corporation, or of the corporation ?

The general rule which governs in such cases is, that although a party acts, in making an obligation of this kind, as an agent, yet he does not protect himself from liability unless the instrument shows that in executing- it he is such agent, and meant only to contract for his principal. A person being agent, may as well bind himself personally to pay a note, as if he were not agent; and an agent, if he chooses, may bind himself for his principal as well as he may bind himself on his individual account. In instruments not under seal, or not required to be executed with any particular formality, it is not important in what form the obligation of the party executing as agent or principal, is expressed—if, from the entire instrument, the true character of it can be gathered. The essential thing is, that the paper show this fact. It has been held, that generally, the mere words “agent, trustee, guardian, administrator,” and the like, added to the name of the signer do not qualify the terms in the body of the obligation, when those terms import a duty of payment by such signer. These terms are considered as merely descriptive of, or as identifying, the person signing. But in cases of promissory notes, it is not necessary that the agent should add to his signature the words “agent for,” etc. or sign the principal’s name by himself as agent, as is the usual and proper way of executing deeds by Attorney. If, in the body of the paper, it appears that the note is the note of the principal, or made by the signer for, and as agent for, the principal, this is enough to

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Let us apply this rule to the note before us. The defendants say: “We, the undersigned, Trustees of the F. A. M. E. C. in behalf of the whole Board of Trustees of said Association, promise to pay, etc. for value received of said Association.” The defendants were two of this Board, and they promise on behalf of the whole Board, which it seems consisted of seven members, to [49]pay so much money, for value received, of the Association. It is not the sole note of two signers. It imports, taken altogether, to be the note of the whole Board of Trustees of the corporation, and thus the note of the corporation itself. We think this is the fair and legitimate meaning of the instrument. If A says, “ On behalf of B, and for value received by him, I, A, as agent for B, promise to pay C one hundred dollars,” it would seem that this is the note of B. It is true A makes the note, but he makes it on behalf of B, which, especially in connection with the statement of the consideration passing or having passed to B, would imply very clearly that the note was signed by A as agent of B, the obligation to pay being his. We understand Mr. Parsons on Contracts, (1 vol. p. 119) to maintain, substantially, this doctrine. Speaking of corporations, he says: “ If a conveyance, purporting to be the conveyance of a corporation, made by one authorized to make it for them, be in fact executed by the Attorney as his own deed, it is not the deed of the corporation, although it was intended to be so, and the Attorney had full authority to make it so. And if the deed be written throughout as the deed of the corporation, and the Attorney when executing it declares that he executes it on behalf of the corporation, but says in witness whereof I set my hand and seal, this is his deed only, and does not pass the land of the corporation. If, however, it was only a simple contract which was executed in this way, it might be inferred from the general principles of the law of agency that it would be valid as the contract of the corporation, for it would be a contract made by one as the agent of another, and containing the express declaration that it was so made.”

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