p. 227New York Common Pleas; General Term,Headnote
Peomissoey Note. — Proper EvideNce of TraNSfer.Where a note is made payable to a corporation and endorsed by a person who adds to his name, Treasurer, &c.; parol proof that he is such officer, is not sufficient evidence of his authority to transfer such note.
Appeal from the judgment of the District Court of the city of New York, for the fourth district.
This was an action brought by Francis M. Knight and Moses Powell, upon a note made by the defendant Leopold Lang, and payable to the order of The Franklin Marine Insurance Company. It was given by the defendant for a premium on a policy of insurance issued to him by the company. It was endorsed, “ Knight & Powell or order. M. Powell, Treasurer of Franklin Marine Insurance Company.”
On the trial the plaintiff introduced a witness who testified that M. Powell was Secretary of the Franklin Insurance Company, and manager of its pecuniary affairs. The defendant objected that there was no evidence that Powell was authorized to endorse the note; but the objection was overruled. It further appeared that the plaintiffs were the firm of Knight and Powell, and that the M. Powell who endorsed the note to the plaintiffs was the Moses Powell who was plaintiff. The defendant introduced evidence to show a good defence to the note, as against the Franklin Insurance Company.
The justice rendered judgment for the plaintiffs and the defendants appealed.
Williams & Bernard, for appellants.
Willard <⅛ Anderson, for respondents.
The defendant is sued as maker of a note given and made payable to the Franklin Marine and Fire In
p. 228surance Co. The note was not endorsed by the Company, but was transferred by an endorsement. “ M. Powell, Treasurer of Franklin Marine and Fire Insurance Company.”
Parol proof was offered and received under objection, that Powell was the secretary of the company, and the pecuniary manager of the business. No other evidence was given of the authority of Powell to transfer the note to the plaintiff.
There was no evidence that Powell was the treasurer, none that he had authority to transfer the note, and none that he was an officer of the company except by parol.
This evidence was not sufficient to show a valid transfer of the paper. The authority of a secretary or treasurer of a corporation does not necessarily vest such officer with power to sell and dispose of the assets of the corporation at his pleasure. Such authority may and ought to be shown by proof of the authority from the resolutions of the board of directors, or by a similar course of dealing, sanctioned by the directors in previous cases. But the mere endorsement of a promissory note by an officer of the Company is not sufficient to show that such transfer is valid.
I forbear to connect with this point the fact that such transfer is made to a firm of which the officer appears to have been a member, but with that additional fact in evidence, I have no hesitation in saying that more evidence of the authority of the endorser should have been required, before the plaintiff could recover.
Judgment reversed.