Maine Mutual Marine Insurance v. Swanton

The opinion of the Court was drawn up by GtOODenow, J. This action is assumpsit, founded on a noté given by the defendants to the company, dated Eeb. 27th, 1856, by which note, for value received, they promise to pay the plaintiff company, or order, fifteen hundred dollars, in two months after demand, with interest after payable. On this note there are two indorsements of payments. It is admitted that a demand on the defendants was duly made by the plaintiffs, previous to the commencement of the suit, and that the defendants constituted the firm of "Z. Hyde & Co.,” when the note was given. Upon the giving of this "advance note,” the defendants became members of the corporation and subject to the provisions of its by-laws. The fifth section of the by-laws gives authority to the direc [449] tors to cancel and give np any or all of the advance notes whenever they shall deem it for the interest of the company to do so. The receipt given by the plaintiffs to the defendants, Feb. 27, 1856, states that the note shall be subject to assessments "at an equal per cent, with all other advance notes.” This must be taken in connection with the authority given to the directors to cancel and surrender advance notes when they should deem it for the interest of the company to do so. " All other advance notes” must be construed to mean all other notes remaining uncancelled at the time of the assessment. The undertaking of the makers of these advance notes was, that each would pay the full amount of the note signed by him, if required to meet the losses and legal claims against the company. By section 4 of the by-laws, all the corporate powers of the company were vested in a board of directors. There must be judgment for the plaintiffs. Tenney, C. J., Bice, May, Davis and Kent, JJ., concurred.