Tilden v. Barnard

Marston, C. J. The court below was undoubtedly correct in so far as the note sued upon was held to be the note not of the church or corporation but that of the individuals who signed it. The promise was not made by the corporation, and the instrument did not pretend to bind the corporation, and the addition to the names of the. persons signing would not change the character of the agreement. The court below did not find that the present plaintiff was or claimed through a bona, fide holder. On the contrary we think it does appear that if the note was at any time negotiated to the First National Bank, of which Tilden, one of the makers and payee of the note, was cashier, the bank was not a bona fide, holder. ' The finding is that the note went into the books of Tilden & Co. [378] or of the First National Bank as the note of Grace church. It may have been entered upon the books, if it ever was, for collection only. The finding that it was transferred to Morton before maturity for a valuable consideration, and that at such time Morton had no knowledge of the details of the origin of the note, is, to say the least, somewhat ambiguous, and we are of opinion is not equivalent to finding Morton a bona fide holder for value. The court does not in express terms find Morton a bona fide holder, nor does he find the facts necessary to constitute him such. A transfer of the note before due for a valuable consideration is not sufficient. The same defense is therefore open to these defendants that would have been if the action had been brought by the payee Tilden. The church was owing Tilden upon a past due indebtedness to the amount of this note which was undoubtedly given upon the supposition that it was the note of the church given for such indebtedness. The indebtedness of the church to Tilden was neither extended nor canceled nor changed in the slightest degree by the giving of this note. In so far as these parties were concerned there was no consideration to support the giving of it. No benefit accrued to them, nor even to the church they thought they were acting for. No injury was sustained from the giving and acceptance of this note by Tilden. His claim against the church remained in full force and in no way affected by the transaction. His legal rights were the same after as before. The case is too clear to require farther argument or citation of authorities. The judgment must be reversed with" costs of both courts. The other Justices concurred.