Stevens v. Phila. Ball-Club

Per Curiam : The learned referee and the court below held that the note in question was negotiable. That it was so in form is not disputed. It was signed by the treasurer, and his authority to do so was expressly found by the referee. It was urged, however, that the fact that the seal of the Philadelphia Ball-Club, Limited, was attached, destroyed its negotiability. The association was organized under the act of 1874, providing for the creation of limited partnerships. Such associations were referred to, in Oak Ridge Coal Co. v. Rogers, 108 Pa. 147, as quasi corporations. They are certainly artificial bodies, not natural persons. Whatever may be the character of such associations, there is nothing in the act of 1874 which requires or authorizes them to use a common seal, as in the case of a corporation, nor is there anything to show that it had ever adopted a seal. The resolution authorizing the issue of the note in suit is as follows: “ The chairman and treasurer be directed to execute the proper promissory notes for the instalments borrowed, and secure the same with a judgment note for the whole amount, [62] $25,000.” Here was authority to issue proper promissory notes, which means, in the usual form of such instruments. There is not a word about a seal, and the seal appended was evidently not that of the officer who signed the paper, nor was it placed opposite his name. It was on the left-hand side of the note, over the body of the writing, and was a stamped device. As the association had no common seal, so far as the case shows, andas there was no instruction or authority to affix it, we must regard it as surplusage, and not as interfering with the clear intention to make the instrument negotiable. We need not discuss the question of the effect of a seal upon instruments issued by a corporation, further than to say that in such cases the question of their negotiability depends to a large extent upon the purpose for which they were issued. As was said in Mason v. Frick, 105 Pa. 162, in regard to coupon bonds: “ Presumptively the bonds were issued to raise money to construct the works of the company. It was a private corporation, and it put these bonds in the market for sale. The clear intent of the maker was that they should pass as negotiable paper.” In the case in hand, we think the intent equally clear that the note was intended by the maker to be negotiable. Even if we treat the device referred to as a seal, it does not show a contrary intent, nor destroy the negotiability of the note. Judgment affirmed.