Sharpe v. Bellis

The opinion of the court was delivered, March 1st 1869, by Thompson, C. J. If Sharpe, Weiss & Co. had been entire strangers to the defendant Beilis and to the fact of his connection with the “ Port Richmond Pottery Company,” as president, it could hardly be contended, we think, that the abbreviation “Pres’t,” after his name, could, in the absence of anything on the face of the note to indicate his possession of it in a representative character, be regarded as a restrictive endorsement. The promise contained in it to him as payee, was personal and there was no designation of a company of which he wras president, to which the afiix to his name would apply.. No company was disclosed as the principal intended to be bound. In such a case the rule seems to be well settled, that when an agent does not mean to be personally bound by a writing he must disclose the name of a principal whom he intends to bind: 1 Pars. on Con. 95; 1 Am. Lead. C. 602, in note; De Witt v. Walton, 5 N. Y. 571; Spencer v. Field, 10 Wend. 87. There can be no difference in principle between simply adding the word “agent” when no principal is disclosed, and the word “ Pres’t”,when no corporation or company is disclosed. On this note so endorsed, without extrinsic proof of knowledge on part of the plaintiffs, this endorsement, we think, would have imported a legal, personal obligation, and in this aspect the era [72] sure of the affix would be an immaterial alteration, which it is the rule now to hold as not affecting the instrument: Tassey v. Church, 4 W. & S. 346, and subsequent cases, not important to cite. If, however, the plaintiffs did know the official relation of the defendant to the company, the erasure was material. It changed the nature of the defendant’s obligation from an official representative act to a personal undertaking. It was then not admissible in evidence, provided that fact sufficiently appeared before its offer; that it did in the proof made by the plaintiffs, is clear beyond controversy. The claim for which the note was given was for coal sold to the company by the plaintiffs. They applied to the company for payment and the treasurer, Burroughs, and the witness, Martindale, a stockholder and salesman of the company, endeavored to get the plaintiffs to agree to take a company note for their debt. This they declined, but agreed to take Mr. Beilis’s note. Mr. Beilis, when applied to by the treasurer of his company to give his individual note for the demand, positively refused, but endorsed a blank note, signing as president. This, Burroughs filled up with his name as payee and erased very skilfully the word “ Pres’t” from his signature as endorser and passed the note over to -the plaintiffs; thus committing a gross fraud on him, as well as practising a great deception on the plaintiffs. Eo other inference could arise from the testimony than that the plaintiffs knew that Beilis was the president of the pottery company at the time they received his note. They were the creditors of his company and had presented their claim against the company, and pressed it for payment. This was the proof. The erasure was also clearly proved by the plaintiffs before the note was offered. They then stood in the position of a party offering in evidence a note with a material alteration fraudulently made and proved, without being holders for value, the note having been given for a precedent debt and without the surrender of any security and upon a receipt given on the claim “by note when paid.” The note was therefore not admissible on the ground of the fraudulent alteration. Eor would it have sustained the plaintiff’s narr., taking it as it was endorsed; for if the plaintiffs knew, as we have shown they must have known, that he was the president of the pottery company, when he endorsed as president, then it was the note of the company, and not his individual note, and as the company was not sued it was not evidence in the case on trial. In both views the note, under the plaintiffs’ proof, was inadmissible, and the learned judge committed no error in rejecting it. As there was no other ground of recovery against the defendant, the non-suit was properly ordered. Judgment affirmed.