Breckenridge v. Lewis

Haskell, J. The plaintiff indorsed the defendant’s promissory note for the accommodation of one Morse, the payee, who then negotiated the same, and, when it fell due, the plaintiff paid it and now sues to recover the amount of the note from the defendant. I. The signature of defendant to the note was claimed to be a forgery. The court ruled that, a defense. II. The note was claimed to have been fraudulently written by the payee, Morse, over the defendant’s name, signed on blank paper, to enable Moi’se to write an order on a savings bank, where defendant had funds, as the necessities of her business intrusted to Morse might require ; and the court ruled that contention no defense. [355] It is contended that defendant’s negligence in the premises should have been submitted to the jury; but that was not necessary. inasmuch as the question of negligence, as matter of fact, need not be considered an element, required to charge the-defendant under the facts of this case. The payee of the note,, Morse, was intrusted with defendant’s name in blank, to draw funds necessary to meet the calls of her business, intrusted to. the care of her agent, Morse. He was authorized to write am order above defendant’s signature, but instead of so doing he-wrote a promissory note, and obtained the amount of it from a, stranger. He fraudulently used his apparent authority for his. own gain instead of his principal’s. His relation to his principal is the same as if he had procured the money on an order-that he was authorized to write and then embezzled it. The-defendant may be hold under the plain rules of agency. By-intrusting her signature to' her agent for use, the defendant gave' him an apparent authority to use it in the manner he did.. The limited authority, only known to themselves, cannot beheld to reach strangers, who neither knew, nor had means of knowing of that secret limitation. The note, when presented' for discount, gave no suggestion of infirmity. The signature-was genuine and, apparently, the payee, defendant’s agent, who. indorsed it, had authority to negotiate it. It was apparently-the defendant’s genuine promise, and she, by intrusting hew name to her agent for commercial purposes, held him out as am agent with general powers in relation to it. She clothed him with apparent authority, and cannot now deny it to the loss of any person who innocently relied upon it. It is better that she bear the • consequences of misplaced confidence, than that an equally innocent person shall suffer. She selected the agent, the plaintiff did not. The apparent authority of the agent makes his act her own, in this case, as effectually as if her authority had been real. That is the doctrine of Young v. Grote, 4 Bing. 253; and of Putnam v. Sullivan, 4 Mass. 45, cited with approval in Wade v. Withington, 1 Allen, 562 ; and in Bank v. Stowell, 123 Mass. 198-9, where all the cases, both English and American, are reviewed. See also Redlon v. Churchill, 73 Maine, 146. [356] The same doctrine is held in the Earl of Sheffield’s case, 13 App. Cas. 333 (1888). The Earl authorized his agent to procure a loan for a limited amount, and transferred to him in blank certain stocks, and delivered to him certain bonds for the ■purpose. The agent procured the loan, and delivered the ¡securities to a broker, who in turn pledged them for his entire 'indebtedness to certain banks. The Earl sought to redeem; ’but the banks (the broker being, insolvent) refused him, relyiing upon their legal title to the securities. At the first trial, ■■redemption was denied upon the ground that the agent was ’master of the stocks, and had actual authority to convey them. On appeal, it was held that the agent had not actual authority ¡to dispose of the stocks as he pleased; that his actual authority was limited to the amount of the loan authorized, but that the Tanks became owners of the stocks and bonds, having acquired the legal title, without notice of infirmity, through an agent who apparently had full authority to give it. On final appeal, the Lords approved the doctrine of the Court of Appeals, that if the banks as purchasers of the stocks took the legal title from an agent having apparent authority to give it, without notice of his actual limited authority, such title would become absolute ; but reversed the judgment of the Court of Appeals, for the reason that the banks had actual notice of the limited authority of the broker over the stocks, and allowed the Earl to redeem. See also Colonial Bank v. Cady, 15 App. Cas. 267. It is the same doctrine held where the signature is placed to a blank instrument to be filled by the person intrusted with it, only the blank .is a patent limitation of the agent’s authority. He may fill the blank as may suit him best, and the principal will be held. The blank form carries with it an implied authority to complete it, but not to alter it. Russell v. Langstaffe, 2 Doug. 514 ; Violett v. Patton, 5 Cranch, 142 ; Bank v. Neal, 22 How. 96; Bank v. Kimball, 10 Cush. 373 ; Angle v. Ins. Co. 92 U. S. 330; Abbott v. Rose, 62 Maine, 194, approved in Kellogg v. Curtis, 65 Maine, 61. III. It is denied that the plaintiff is a bona fide holder of the note, so that equitable defenses must be shut out. That [357] question was submitted to the jury under instructions, in substance : a. If plaintiff wrote his name upon the note before maturity under the name of the payee and for his accommodation, without notice of any infirmity in the note, and paid the same in the hands of an innocent holder at maturity, he may recover of the defendant the contents of the note, even if the plaintiff paid the note partly by the discharge of his own debt to the holder, and partly by his own note given for the balance. When the plaintiff indorsed the note for the accommodation of the payee, he became liable thereon, subject to mercantile usage, and held the same relation to the maker, as if he had discounted the note himself, instead of indorsing it. The payee received the money on the note from the holder, to whom the plaintiff’became contingently liable for its payment; and, when the plaintiff became absolutely liable to pay the note, and did pay it, the promise of the maker, negotiable in form, transferred by the payee’s indorsement, ran to him; and it could make no difference to the maker, by what means, or for what consideration, the plaintiff gained title to the note. lie then held it with the same rights in regard to it, as if he had given the payee the money on the note, instead of an accommodation indorsement, that afterwards compelled the payment of money, or an equivalent agreed to between him and the holder, to whom it had been negotiated. Green v. Jackson, 15 Maine, 136; Eaton v. McKown, 34 Maine, 510; Roberts v. Lane, 64 Maine, 108; Barker v. Parker, 10 Gray, 339. " A. pre-existing debt constitutes a valuable consideration in. the transfer of negotiable paper.” Lee v. Kimball, 45 Maine, 174; Norton v. Waite, 20 Maine, 175; Holmes v. Smith, 16 Maine, 177; Swift v. Tyson, 16 Pet. 1; Blanchard v. Stevens, 3 Cush. 162. By his indorsement, the plaintiff engaged that the note should be paid according to its tenor. He engaged that it was genuine, and the legal obligation that it purported to be, Furgerson v. Staples, 82 Maine, 159; and it would be absurd to say that, when he met his indorsement to the satisfaction of the holder,, he could not sue the maker. [358] b. It is a question of fact whether the plaintiff, when he took the note, had knowledge of its fraudulent origin. "Mere negligence on his part is not sufficient to show it; nor is it sufficient if the facts are simply enough to put a prudent man on his guard. It must appear that the plaintiff had knowledge of the fraudulent inception of the note.” Exception to this instruction is not pressed by briefs of counsel. It seems to be in accord with the rule laid down in Farrell v. Lovett, 68 Maine, 326, and approved in Kellogg v. Curtis, 69 Maine, 212. Applying this rule to the evidence, it cannot be said that the plaintiff had knowledge of the fraudulent inception of the note. Motion and exceptions overruled. Peters, C. J., Walton, Virgin, Emery and Foster JJ., concurred.