National Spraker Bank v. Geo. C. Treadwell Co. — 87 N.Y. Sup. Ct. 363

Majority

p. 363

The National Spraker Bank of Canajoharie, Respondent, v. Geo. C. Treadwell Company, Appellant, Impleaded with Another.

Headnote

Promissory note of a corporation — that it was signed by its president, and not by its treasurer, is not a defense.

The fact that a promissory note was made by the president of a corporation, and was not signed by its treasurer in accordance with the by-laws of the company, constitutes no defense to an action thereon if the paper was not diverted from its original purpose, went into the hands of a bona fide holder and the company received the benefit of the proceeds.

Appeal by the defendant, the Geo. 0. Treadwell Company, from a judgment of the Supreme Court in favor of the plaintiff, entered in the office of the clerk of the county of Kings on the 28th day of February, 1894, upon the verdict of a jury rendered by direction of the court after a trial at the Kings County Circuit, and also from an order entered in said clerk’s office on the 6th day of March, 1894, denying the defendant’s motion for a new trial made upon the minutes.

Edwa/rd F. O’Dwyer, for the appellant.

William G. Oooke, for the respondent.

This is an action upon a promissory note, of which the following is a copy:

“ Albany, N. Y., March 10, 1893.

“ Five months after date we promise to pay to the order of Geo. H. Treadwell, five thousand -^fy dollars at Hotchkiss & Co.’s Banking House, 31-33 Broadway, New York, without defalcation, for value received.

“ $5,000-^. « GEO. C. TREADWELL CO.,

“ Geo.

Concurrence

p. 364

Tbe note was indorsed by George H. Treadwell and Hotchkiss & Co.

The defense consisted of a denial of tbe making of tbe note by tbe company, but tbat did not signify tbat tbe note was not made by tbe president, but was based upon tbe theory tbat tbe president was destitute of authority to execute tbe paper.

It appeared from tbe evidence tbat tbe note was made and delivered to tbe plaintiff in renewal of a former note of tbe same party which bad been discounted by tbe plaintiff.

When, therefore, tbe paper was produced by tbe plaintiff upon the trial and proven as it was, a case was made which required an answer.

Tbe fact tbat tbe paper was made by tbe president of tbe corporation, and was not signed by tbe treasurer, in accordance with tbe by-laws of tbe company, constitutes no defense.

Tbe paper was not diverted from its original purpose, and went into tbe bands of a Iona fide bolder, and tbe company received tbe benefit of tbe proceeds.

Tbe defense failed, and as there was no disputed question of fact tbe court properly directed a verdict for tbe plaintiff.

The judgment should be affirmed, with costs.

Brown, P. J., concurred.

I concur on tbe ground tbat tbe evidence was sufficient to go to tbe jury and tbat no exception was taken to tbe direction of a verdict.

Judgment affirmed, with costs.