Farmers & Manufacturers' Bank v. Haight — 3 Hill & Den. 493

Majority

p. 493

The Farmers and Manufacturers’ Bank vs. Haight and others.

Headnote

The seal of a religious corporation impressed directly upon paper, without the use of wax or other tenacious substance, is a nullity.

So with regard to the seal of a private individual; though as to seals of public ojji. cers and courts, it is otherwise.

Semble, that in order to determine whether a note signed by the trustees of a cor? poration was intended to bind them personally, extrinsic evidence is admissible.

Assumpsit tried before Ruggles, C. Judge, at the Dutchess, circuit, in March, 1841. The plaintiff gave in evidence a promissory note to which the names of the defendants "were affixed,, as follows :

“ $500. Sixty days.after date we promise to pay to the order of Raymond & Hodges at. the Farmers and Manufacturers’ Bank-in Poughkeepsie; five hundred dollars, value received. May* 16, 1836.

(Signed) Silas- E. Haight,

Jacob DeGroff,

Wan. C, Hodges,”

Against the* defendants’ names* there-was a stamp or impres

p. 494

sion of a seal upon the paper, but without the use of wax or any other tenacious substance. The impression made on the paper was in the form of a circle having within it the words, “ Second Presbyterian Church Po’keepsie 1835.” A society by that name was incorporated under the general statute in 1835. The stamp was was made with their seal, but by what authority did not appear. The defendants were three of the nine trustees of the society. Evidence aliunde was given by both parties touching the question whether the corporation was bound by the note. The defendants insisted that the note was a specialty, the seal being either that of the society or of the defendants, and in neither case could the endorsees sue ; and on this and several other questions the defendants excepted to the opinion of the judge, and the jury found a verdict for the plaintiffs. The defendants now moved for a new trial on a bill of exceptions.

C. W. Swift, for the defendants.

C. Johnston, for the plaintiffs.

There is nothing on the face of the note to show that the society had any thing to do with it, except the impression made on the paper by the seal. It is the personal Undertaking of the defendants, and of no one else. The seal of any court or public officer may be affixed by an impression directly on the paper, without the use of wafer or wax. (2 R. S. 404,5} 61.) But a stamp or impression of this kind made by a corporation, o. an individual who is not a public officer, is a mere nullity. (Bank of Rochester v. Gray, 2 Hill, 227 .) As there was no seal of any one to the note, the objection that it was a specialty, of course falls to the ground.

If it was right to allow the defendants to go beyond the note itself, and prove extrinsic facts for the purpose of showing that the corporation was bound, it was clearly right to allow the plaintiffs to give rebutting evidence ; and,.if we look into the

p. 495

whole case, it plainly appears that the defendants intended to hind themselves personally by the note, and it does not appear that the corporation was a party to the contract. If we look at the note itself, it is the undertaking of the defendants, and of them alone; and if we go into the extrinsic evidence, it leads us to the same result. Whether, therefore, the judge was right on all the questions which the defendants made in relation to the evidence is a matter of no moment, though I see no solid objection to any of the decisions of .which the defendants complain.

New trial denied.