Lay v. Austin

Eaney, C. J.: The bill of foreclosure before us alleges that the appellee executed a promissory note payable to the order of the Panasoffkee and Withlacoochee Navigation Company, and a mortgage on lands to secure its payment, and that the note and mortgage were assigned to one John Conley for value received, by D. E. Towns, as President, and O. S. Bushnell, as Secretary of the said Panasoffkee and Withlacoochee Navigation Oompauy, the said President and Secretary having the authority so to do, all of which will appear indorsed and acknowledged upon said mortgage. The note and mortgage are made exhibits to the bill as a part of it. The assignment indorsed on the mortgage is, omitting the statement of the locality of its execution and the names and attestations of the subscribing witnesses, as follows: Be it known to all men that on this thirteenth day of September, A. D. 1884, we, the undersigned D. E. Towns,. President, and C. S. Bushnell, Secretary of the Panasoffkee and Withlacoochee Navigation Company, have transferred to John Conley the attached mortgage and note, and on the part of said company have hereto attached our names and affixed our seals the day and year first above written. D. E. Towns, [l. s.] C. S. Bushnell. [l. s.] [938] The bill also alleges that Conley for value sold and assigned the note and mortgage to complainant. - The appellant has demurred, and the grounds stated are, that it appears by the bill, first, that complainant has no title to the note or mortgage, and second, that neither of said instruments has been assigned to the plaintiff by the Panasoffkee and Withlacoochee Navigation Company, and third, that the company hold title to the note and mortgage. It is contended on behalf of appellant that the assignment is the act of Towns and Bushnell individually, and not the act of the corporation, but the authorities do not sustain this position. Where a note is payable to a corporation by its corporate name, and is indorsed by an authorized agent or official, with the suffix of his official position, it will be regarded that he acts for his principal disclosed on the paper as the payee, and who, therefore, is the only person competent to transfer the legal title. Daniel on Negotiable Instruments, section 416 ; Randolph on Commercial Paper, section 145. An indorsement by an officer of a corporation is prima facie the act of the company. Randolph, section 368 ; Erye vs. Tucker, 24 Ill., 180. In McIntyre vs. Preston, 5 Gilman, 48, a note payable to a corporation was assigned thus: “Without recourse. Joel Scott, Sec’y,” and it was held that when properly filled out, as the plaintiff might do on the trial, it was sufficient to pass the legal title to the note, and that the authority of Scott, the Secretary, to assign it could only be questioned by plea. See also Goodrich vs. Reynolds, Wilder & Co. 31 Ill., 491. Northampton Bank vs. Pepoon, 11 Mass., 288, decides the same where the indorsement was in blank by an authorized attorney signing his name and styling himself attorney. Folger vs. Chase, 18 Pick., 63, was a case where a note was indorsed by the payee to a bank, and [939] its cashier indorsed it as follows: “P. EL Folger, Cashier,” and it was objected that the latter indorsement was not made in the name of the corporation; but, said the Supreme Court of Massachusetts, we think the indorsement by the cashier, in his official capacity, sufficiently shows that the indorsement was made in behalf of the bank, and if that is not sufficient, the plaintiffs have the right now to prefix the name of the corporation. Nicholas vs. Oliver, 36 N. H., 218, decides that the indorsement, “ W. Earle, A. Sec5y,” made on a promissory note payable to an insurance company, is to be considered the endorsement of the company, if nothing further appear to indicate that it is intended as the indorsement of some other party. En Russell vs. Folsom, 72 Me., 436, the indorsement by the treasurer of the payee corporation signing his name and an abbreviation of his office, was held to transfer the legal title; and in Farrar vs. Gilman, 19 Me., 440, the indorsement by the cashier of the bank was adjudged to be prima facie evidence of a legal transfer of a negotiable note. See also Chase vs. Hathorn, 61 Me., 505; Dunn vs. Weston, 71 Me., 270; Elwell vs. Dodge, 33 Barb., 336; Marine Bank vs. Clements, 31 N. Y., 33. Looking at the endorsement it is apparent from its face, considering its entire language, that the officers intended to act on behalf of their company, and not as principals, and when viewed in the light of the above authorities, the conclusion follows that the endorsement is the act of the company, and not of the individuals whose signatures are affixed to it. The bill alleges that the officers had authority to assign the note and mortgage, and this is admitted by the demurrer, and can only be traversed by proper averments in an answer or plea. There is nothing in the conclusion reached or the au [940] tborities cited above that is inconsistent with the case of Robinson vs. Springfield Company, 21 Fla., 203, and other kindred cases not falling within the rule controlling endorsements by officers of corporations. The order overruling the demurrer is affirmed, and the cause will be remanded for further proceedings consistent with this opinion and the equity practice in such cases.