Federal National Bank v. Shoolman

Carroll, J. In this action on a promissory note of the defendant, payable to the Metropolitan Trust Company, there was a finding for the plaintiff. It was found that [192] there was a good consideration for the note, that the Metropolitan Trust Company was a holder in due course, that it transferred the note to the Federal Trust Company for value, that the plaintiff is the successor of the Federal Trust Company under the laws of the United States. There was no indorsement on the note. The assets of the Metropolitan Trust Company were purchased by the Federal Trust Company. The note in suit was among the assets of the Metropolitan Trust Company at the time of the purchase. The defendant excepted to admission of the instruments showing the transfer of title from the Metropolitan Trust Company to the Federal Trust Company. These instruments, purporting to be executed by Harrie M. Richmond-as treasurer of the Metropolitan Trust Company, transferred to the Federal Trust Company “all its cash, choses in action, . . . notes and bills receivable.” The corporate seal of the Metropolitan Trust Company was attached to each of the documents and each was signed “Harrie |[or H.] M. Richmond Treasurer.” They were admitted in evidence, the defendant contending that it did not appear that the officers who signed the instruments on behalf of the Metropolitan Trust Company were at the time of signing such officers and had authority to sign in its behalf. The documents in question indicated on their face that they were the corporate acts of the Metropolitan Trust Company. They were signed Metropolitan Trust Company by Harrie M. Richmond, Treasurer, and bore the seal of that company. The witness who kept the records of the Metropolitan Trust Company testified that these records were taken to the Federal Trust Company and were left in the custody of Harrie M. Richmond, who was treasurer and vice-president of the Metropolitan Trust Company. Richmond testified that in 1921 he became vice-president of the Metropolitan Trust Company; that he was put in charge of the bank, subject to the executive committee and directors, “to carry on the business of the bank.” The instruments were admitted properly. A deed duly executed in the name of the corporation by its treasurer, [193] with the seal of the corporation affixed, was some evidence that its execution and delivery had been authorized. Bishop v. Burke, 207 Mass. 133, 139. Stauffer v. Koch, 225 Mass. 525. O’Brien v. O’Brien, 238 Mass. 403,410. Chamberlain v. Bradley, 101 Mass. 188, 190. It was said by Chief Justice Shaw in Burrill v. Nahant Bank, 2 Met. 163, 166, a "deed duly executed under the corporate seal of the bank, and produced by the party claiming under it, is prima facie a good title; and it is for those, who wish to set it aside, to impeach it.” Narragansett Bank v. Atlantic Silk Co. 3 Met. 282. In the absence of evidence to show that the assignment to the Federal Trust Company was not fully authorized by the stockholders, or by the directors of the Metropolitan Trust Company, the instruments themselves with the signature of Richmond, who acted as treasurer and could have been found to be the treasurer, with the corporate seal affixed, warranted the finding of the judge in favor of the plaintiff. Exceptions overruled.