Buck v. Harris

ELLISON, J. This is an action on what is alleged to be a negotiable promissory note of which plaintiff was endorsee. The judgment in the circuit court was for the defendant. It is not necessary to make any further statement of the case than that if the instrument is considered not to be a negotiable note, plaintiff cannot recover, for the reason that defendant made payment thereof to the payees, without notice of its having been transferred to plaintiff. It reads as follows: “75.00 Kansas City, Mo., Jan. 19th, 1904. “Twelve months after date I promise to pay to the order of Martin & Vernon Music Co., Kansas City, Mo., seventy-five and no-100 dollars for value received and payable without defalcation or discount, and with interest from date at the rate of six per cent per annum, with exchange and collection. Payable at their office. “S. P. Harris.” The point made against the paper being negotiable is based on the words “with exchange and collection.” The words “with exchange” would destroy its negotiability were it not for the fact that it was drawn and made payable at the same place and therefore there could not be any exchange, and that word is without meaning. [Chandler v. Calvert, 87 Mo. App. 368; Bank v. Bank, 114 Mo. App. 663.] [368] The paper is then left with a promise to pay the amount stated therein with the interest named and “with collection.” Plaintiff contends that the words quoted are meaningless and hence should not affect the commercial quality of the instrument. We think that not a fair and reasonable interpretation. A fundamental rule of construction of contracts is to give some effective meaning to words, or phrases, when it can be done. If a contract reads for the payment of money “with interest,” every one would interpret it to mean with a charge of interest (at the legal rate). If a note or bill reads for the payment of money “with' exchange,” every one interprets it to 'mean with a charge for exchange at current or customary rate. So we say that the contract in this case reading “with collection,” should be interpreted to mean, with a charge for collection, that is to say, a reasonable and customary charge for the nature of the collection which may be necessary. While not so in many others, yet in this Stated if there is a provision for charges for collection the contract is not negotiable. It is' considered that the payment of the principal sum is connected with another and uncertain sum and therefore, while the contract is valid, yet it is not considered to be a negotiable note. [Bank v. Gay, 63 Mo. 33, 71 Mo. 628; Bank v. Marlow, 71 Mo. 618; Samstag v. Conley, 64 Mo. 476; Bank v. Jacobs, 73 Mo. 35. The only difference we can discover between those cases and the one under consideration is that in those, the contract is specific, while in this it is general; but if we have given the proper meaning to the words there can be no difference in the effect resulting. We therefore consider the contract not a negotiable note and affirm the judgment. All concur.