Bank of Corning v. Nimnich

McCulloch, C. J. Appellant sued appellees Joseph Nimnich and E. Hartwig for an amount alleged to be the balance due on a promissory note in the 'following form: $5,000.00 Corning, Ark., Sept. 27th, 1911. Six months after date for value received, we promise to pay to the order of the Bank of Coming, Corning, Ark., Five Thousand Dollars. With interest at ten per cent per annum from date until paid. The makers and endorsers of this note hereby severally waive presentment and payment, notice of non-payment, protest, and consent that time of payment may be extended without notice thereof. Payable at Bank of Corning, Corning, Ark. Farmers Union Gin & W. H. Co., Per Henry Brown, .Sec. & Treas. Henry Brown, Director. W. T. Griffith, Director. •Earnest Hartwig, Director. Porter Larkins, Director. G. A. Hoffman, Director. J. T. Montgomery, Director. H. D. 'Chappell, Director. Joseph Nimnich, Director. Appellees, Nimnich and Hartwig, answered separately, denying that they had executed the note individually or that they were personally liable thereon. In other words, the answer of appellees raised the question of whether the note was the joint and several obligation of the Farmers Gin & Warehouse Company and the individuals who signed the note, or whether it was the sole obligation of the corporation itself. Appellant introduced testimony showing the circumstances under which the note was executed, but appellees introduced no testimony and based their defense entirely on the face of the instrument sued on. The court gave a peremptory instruction in favor of appellees and judgment was accordingly rendered in their favor. (1) There is much conflict in the authorities as to the question of liability on written obligations similar to the one now in suit, where the obligation is signed by officers of a corporation, but the rule is established by whát appears to us to be the weight of authority that where the name of the corporation itself is ¡signed and followed by the names of officers, giving their official title, indicating that they are signing in their official capacity for the purpose of attesting the signature of the corporation, the instrument constitutes the obligation of the corporation alone. English and Scottish American Mortgage and Investment Co. v. Globe Loan & Trust Co., 70 Neb. 435, 6 Am. & Eng. Ann. Cas. 999; Hitchcock v. Buchanan, 105 U. S. 416; Falk v. Moebs, 127 U. S. 597; Liebscher v. Kraus, 74 Wis. 387, 5 L. R. A. 496; Castle v. Belfast Foundry Co., 72 Me. 167; Draper v. Massachusetts Steam Heating Co., 5 Allen (Mass.) 338; Reeve v. First National Bank of Glassboro, 54 N. J. L. 208, 16 L. R. A. 143; Miller v. Roach, 150 Mass. 140, 6 L. R. A. 71; Bean v. Pioneer Mining Co., 66 Calif. 451. (2) Instruments of that kind are held to be the promise of the corporation and the signatures of the officers to be official and not .individual. The authorities are, as before stated, not harmonious on this subject, and appellant cites on its brief, cases which hold to the contrary. The real question in the present case is whether or not the established rule is applicable to the instrument involved in this controversy. An inspection of the instrument, as it appears in the records, shows that the name of the corporation was attested by Henry Brown, the secretary and treasurer. The additional signature of Henry Brown follows his 'signature as secretary.and treasurer, and after it is written the word “director,” and all of the 'other names are followed by the same word. We do not think that it can be said from the face of the instrument that those who signed as directors did so for the purpose of officially attesting the signature of the corporation, which had already been attested by the secretary and treasurer. The form of the signatures evidences an intention to add something more than a mere certification of the corporate name, and the addition of the word “director” is merely descriptive of the person who signed. Daniel on Negotiable Instruments, Sec. 415. There was no attempt to plead or establish any facts or circumstances which would warrant a reformation of the instrument so as to exclude personal liability on the part of the directors, as was done in the case of Lawrence County Bank v. Arndt, 69 Ark. 406. It follows, therefore, that the court erred in directing a verdict in favor of appellees. The judgment of the circuit court is reversed and the cause is remanded for a new trial.