Investment Co. v. Eldridge

Opinion by Mr. Justice Green, The notes in suit were renewals of other notes given for money borrowed by the defendant from the plaintiff as far back as in November, 1887. The stock held by the plaintiff was transferred by the defendant to the plaintiff as collateral security for the loans and was so held continuously throughout the transaction. As a matter of course the defendant was a debtor to the plaintiff all the time, for the money thus borrowed, and was in duty bound to pay the debt. The purpose of the rejected offers of testimony was, necessarily, to establish a legal defense against the obligation to pay the debt. If it could not accomplish that purpose it was clearly inadmissible. The substance of the offers of testimony was that the president of the plaintiff company had given to the defendant at various times, false information as to the real condition of the plaintiff’s affairs, and the argument on behalf of the defendant is, that if true, information had been given, he, the defendant, might or would have sold his stock at a price which would have been sufficient to pay off his debt. Apart from the consideration that the wrongdoing of the president in giving false information could not be visited upon the bank to deprive it of its right to recover the debt, it will be seen that the theory as to what the defendant would or might have done, if true information had been imparted, is entirely imaginary and speculative. There is no logical connection between the premise and the conclusion of the proposition. Some persons recuperate their losses in one way and some in other ways. While it is possible the defendant might, have thought it good policy to dispose of his stock at the lower prices, it is just as possible that he might have thought it a better policy to buy large additional quantities of the stock at. the lower prices, and hold them for a subsequent rise, thus-making up his losses and even realizing a profit. Both these-methods are of the commonest occurrence in the commercial world, and not even the defendant himself could know in. advance which method he might subsequently adopt. But the-law does not concern itself with such uncertain and speculative: considerations in dealing with legal questions which have their-origin in transactions of this character. It is enough to know that for the wrongful conduct of its president in giving untrue information in the manner proposed to be proved in this case, [290] it cannot be that the plaintiff must lose its debt. He had no right to bind the company by any such declarations, he was outside the line of his duty in giving false information, and such action on his part can only be regarded by the law as a transgression of duty and tortious in character. Of course if the debt itself had been created by the use of such means a very different question would have arisen, but this debt had already existed for several years and was owing in its entirety at the time- of the alleged -declarations without the slightest imputation as to the integrity of its creation. We are of opinion that the offers of testimony were properly rejected. Judgment affirmed.