Perkins, Doe & Co. v. Bradley

By the Court. The causes of demurrer assigned in the demurrer, are, that it does not appear by the declaration, to whom the note was made payable, or by whom it was indorsed’. It seems to be conceded, that'a promissory note payable to a corporation’s agent, or officer, described as such, is payable to the corporation. If so, then this note, upon the face of it, is to be regarded, as made payable to the Burlington Mill Company, and it is sufficient so to declare, describing it in terms. This company is not described as a corporation, but its very name seems to indicate that it is either a corporation, or a joint stock company, and not an ordinary mercantile partnership. And both these classes of companies transact their business exclusively by agents. And when it becomes necessary for them to deal to any extent in negotiable paper, this is done by agents in pursuance of the Statutes and By-laws of the company; or what is equally binding upon them, according to the usual course of their business. In the case of banks, this is done by cashiers; by railroads this is done by superintendents or treasurers; and so of other similar corporations, or joint stock companies. • It is now perfectly well settled, that a note payable to. the cashier of a bank, may be indorsed by him, and so, too, if made payable to the bank; for the courts take notice that such is their business. Wild v. Bank of Passamaquoddy, 3 Mason, 505. “ Prisma-facie, therefore,” says Judge Story, in this case, in regard to 'the power* of a cashier of a bank, “he must be deemed to have! authority to transfer and indorse negotiable securities held by the bank for its use and its behalf.” And we think the known general agent of all these companies, -must be taken to have the right to negotiate such notes or bills as are taken in his name of office, [69] and intrusted to his care and control. And ex vi termini the office of treasurer and cashier are identical, i. e., the one who has the custody of the cash or securities, the moneys and property of the company. / For myself, I am content to adopt one standing rule of construction, which now has become universal, both as to pleading and contracts, which may be considered a free translation of the latin maxim, ut res magis valeat, so to construe everything, that all which is good may prevail, and all which is bad, perish; and that those who attempt to escape from apparent justice by criticism, ought not to complain if reasonable intendments only are made to defeat unnatural and unreasonable ones. The same rule would, no doubt, be extended to other financial agents of such' companies. And where it appears that such a company intrusts their treasurer to take notes, and he indorses them, his act should bind the company. And if his authority is to be implied from his being the treasurer of the company and intrusted with the notes of the company, and their being made payable to him, and we think this cannot be denied, then it is sufficient so to describe the history of the plaintiff’s title to the note, and the present declaration is sufficient. It is not necessary to set forth the authority of the treasurer, it is fairly implied. And if he has authority to receive, he has equally to indorse, so as to pass the title between the company and those persons to whom the note shall be passed. The only question here is, whether the plaintiffs show on the face of the declaration, a right to sue, so that the judgment will exonerate the defendant from a second suit upon the note. And it seems to us that producing the note, which he must do, before his judgment is perfected, and showing also the indorsement of the very officer to whom the note was made payable, and with whom it was intrusted, is sufficient. The declaration must be taken to imply that the note was delivered to the plaintiffs. The term indorsement, ex vi termini, imports tradition to, as well as ordering the contents paid to plaintiff. And it seems to us that these facts are alledged in a sufficiently traversable form, and that it could be of no importance practically, to require the name of the treasurer to be set forth. Doubtless if the suit was in .the name of the corporation, it [70] should be described as such, and so of the treasurer, perhaps, if made a party to a suit, he should be described more fully. As it is common to describe parties to suits, not only by name, but by their residence, and in the English courts by their proper addition. But in tracing title to a note, or bill, nothing more is ever required than to describe the history of the conveyance in the briefest manner which is intelligible. And this is sufficiently intelligible, unless we make fools of ourselves that we may seem wise. All that could be required here in describing the indorsement is, “ and by them indorsed to the plaintiffs.” It is never important to describe the mode. It may he done in numerous modes, and that is indifferent. It will appear and may be met in proof. So too, it might have been said the company indorsed the note by- their agent, without describing how the agency was created. And so equally might it be said that the agent of said company indorsed said note to the plaintiff, without describing either the agent or his authority. But if the authority is attempted to be set forth, it must not appear to be defective. And we think a common intendment in regard to the present declaration, ut res magis valeat, will make it good, and we do not esteem it the duty of a court, in regard to special demurrers ever to make themselves sharp for distinction. Judgment reversed and judgment that declaration is sufficient.