Casco National Bank of Portland v. Clark — 46 N.Y. St. Rep. 162

Majority

p. 162

The Casco National Bank of Portland, Maine, Resp’t, v. John Clark et al., Impl’d, App’lts.

(Supreme Court, General Term, Second Department,

Filed May 9, 1892.)

Headnote

1. Banks—Notice to officer.

The mere fact that a director of a bank which discounted a note was also a director in the corporation which was the payee thereof is not sufficient to charge the bank with notice of the facts and circumstances under which the note was made, unless such director was the agent for the bank in the transaction of the business.

3. Bills and notes—Addition of official title to signature.

A promissory note in the usual form was made by defendants. who signed their names with the addition of their official titles The name of the corporation of which they were officers was printed in the margin, but did not appear in the body of the note. Meld, that the defendants were personally and individually liable.

Appeal from judgment in favor of plaintiff, entered upon -the decision of the court, after a trial without a jury.

Henry Daily, Jr., for app’lts; Edward B. Merrill, for resp’t.

On the 22d of March, 1890, the Clark & Chaplin Ice Company of Portland, Maine, agreed to sell to the Ridgewood Ice Company of Brooklyn, '¡¡Slew York, ten thousand tons of ice at §4 per ton. On the 2d of August, 1890, there was sent to the Clark & Chaplin Ice Company for ice delivered upon this contract a note, of which the following is a copy:

The Clark & Chaplin Company obtained the money on the note of the plaintiff a few days after it was received and before its maturity and without other information than is contained in the note and what is to be inferred from the fact that one Wins-low was a director in the Clark & Chaplin Company and also in the plaintiff’s bank where the note was discounted.

The question is whether John Clark and E. H. Close, who signed the note, are personally and individually liable upon the note. The plaintiff is a bona fide holder without notice of the facts in respect to the contract under which the note was made. The fact that Winslow was a director in the payee company and in the bank is not sufficient to charge the bank with notice unless Winslow was the agent for the bank in the transaction of the business. Mayor v. Tenth National Bank, 111 N. Y., 446 ; 19 St. Rep., 133 ; Atlantic St. Bk. v. Savery, 82 N. Y., 291 ; Holden v. N. Y. & Erie Bank, 72 id., 290.

The Ridgewood Ice Company is not liable upon the note. The note does not purport to bind the company. If the addition of the official character of the signers had not been added, the words Ridgewood Ice Company printed on the side- of the note would not bind that company. The makers expressly promise to pay the note jointly, and if they are not liable upon the note there is no maker who is liable. DeWitt v. Walton, 9 N. Y., 571 .

The note must show on its face that it was signed for the principal and in some way in its name.

When an agent fails to designate a principal he will be personally liable. Pentz v. Stanton, 10 Wend., 271 .

It follows that the judgment should be affirmed, with costs.

Pratt, J., concurs; Dykman, J., not sitting.