Birmingham Iron Foundry v. Regnery

33 Pa. Super. 54 | Pa. Super. Ct. | 1907

Opinion by

Rice, P. J.,

It is vigorously contended by the appellant’s counsel that the legislature, in enacting the negotiable instruments law, intended to prescribe fixed rigid rules by which negotiable instruments shall be interpreted and the rights and liabilities of the parties thereto determined ; that it is more than a mere codification of existing law, and was intended to be a complete system in itself. However true this may be as to some, or even most, of its provisions, it cannot be accepted without qualification in the construction of sec. 20, which reads: “ Where the instrument contains or a person adds to his signature words indicating that he signs for or on behalf of a principal, or in a representative capacity, he is not liable on the instrument if he was duly authorized, but the mere addition of words describing him as an agent, or as filling a representative character without disclosing his principal, does not exempt him from personal liability.” The last clause, in terms at least, is simply declaratory of the established law; it introduces, no new rule, and the rule that it does embrace is obviously not a complete statement of the law whereby the question of the personal liability of one who signs in the manner described may always be determined. The “ mere ” addition of certain words will not exempt from personal liability, but the statement of the law in this form, instead of in the form of an affirmative declaration that doing this or that shall create a personal liability, indicates that the legislature did not intend to establish a fixed and rigid rule to be applied without regard to other facts, and particularly the intention of the parties to the instrument. The words imply that a signing in the manner described, taken in connection with other facts, may exempt from personal liability to the payee in the instrument. As there is nothing in the context to show the conditions under which there will be such exemption, resort must necessarily be had to the authoritative decisions in which such conditions are described. Presumably, the legislature did not intend to abrogate the law, which, under the decisions cited in the opinion of the learned judge below, was applicable to such a state of facts as is set forth in the original and supplemental answers. The material clause of the supplemental answer is quoted in his opinion, and in connection with that should be read the explicit averment of the original answer that the plaintiff took, received and acquired the note upon the credit and as the undertaking of the ■Catasauqua Rubber Company, and consented to, and acquiesced in,' and recognized the indorsement thereupon as that of the said company through its president, the defendant. The fact that the construction contended for by the appellee’s counsel would give the instrument no additional value by reason of the indorsement would properly be considered in determining as to the truth of the appellee’s averments. Upon the trial of the Gase it would be a reason for scrutinizing the testimony with care. But whatever doubt may be created as to the defendant’s allegation by this construction, it would not be sufficient to warrant us in holding that the affidavits taken together are insufficient to prevent summary judgment.

Appeal dismissed at the appellant’s costs, without prejudice, etc.