74 Ind. App. 314 | Ind. Ct. App. | 1920
Action by appellee Arthur Jordan against appellants and appellees Curtis and Johnson on a promissory note for $5,000.
The averments of the complaint are in substance as follows: The Curtis Park Manufacturing Company is a corporation organized and existing under the laws of the State of Indiana. On May 11, 1917, said company was indebted to appellee Jordan in the sum of $3,000 evidenced by a certain promissory note which is in words and figures as follows, to wit:
“$3000.00 Indianapolis, May 11, 1917. Ninety days after date we promise to pay to the order of Arthur Jordan, Three Thousand Dollars, at Continental National Bank, Indianapolis, Indiana. For value received without any relief whatever from valuation or appraisement laws with 8 per cent, interest per annum after maturity until paid and attorneys fees. The drawers and endorsers severally waive presentment for payment, protest and notice of protest and nonpayment of this note.
Curtis Park Mfg. Company.
By L. M. Parkhurst, President.”
The note is due and unpaid. To secure the same, the said company at appellee’s request delivered to appellee, as collateral security for the payment of said note and interest, a certain promissory note in the sum of $5,000, dated May 10, 1917, payable in ninety days after date thereof to the order of said company, which was signed:
“Curtis Park Mfg. Company,
By L. M. Parkhurst, President,
By W. B. Flick, Secty.-Treas.”'
with the following indorsements on the back thereof:
“Curtis Park Mfg. Company, by L. M. Parkhurst, President.
L. M. Parkhurst, Director,
W. B. Flick, Director,
G. T. Allen, Director,
*316 I. R. Curtis, Director,
Anna Curtis, Director,
Jac England, Director,
H. E. Johnson, Director,
Layton Parkhurst,
H. E. Johnson,
I. R. Curtis,
Jac England.”
L. M. Parkhurst is the same person as Layton Parkhurst, and W. B. Flick is the same person as William B. Flick. Said collateral security is due and unpaid. The company is insolvent and appellant James W. Lamkin has been appointed as receiver thereof. Appellants Flick and Allen each filed their separate demurrers to the complaint for want of facts, which demurrers were overruled, to which ruling said appellants excepted. Each of said appellants then filed a verified answer, each of which answers were to the effect that on May 10, 1917, the appellant therein named was a director in the Curtis Park Manufacturing Company. At said time said company was in need of money, and for the purpose of raising .the same the note sued upon was made and executed by said company. It was made to the order of the company and, for the purpose of negotiating it, it was indorsed as hereinbefore set out. That such indorsement by appellants Flick and-Allen were solely and only in their respective representative capacities as such directors, and not otherwise. At the time of said indorsement certain other directors signed their names upon the back of said note without any designation as directors, and the request was made of these appellants that they do likewise, but that they each refused to sign other than as a director of the company, and each of said appellants denies the execution of said indorsement of the note except as such director. Each of these answers were verified.
Appellee Jordan replied in general denial to each of
Appellants Flick and Allen each filed a motion for a new trial, which was overruled. The only persons concerned in this appeal are appellants Flick and Allen, who will hereinafter be mentioned as appellants, and the only appellee interested in this appeal is Jordan, who is hereinafter mentioned as appellee.
The errors assigned are the court’s action in overruling the respective demurrers of appellants, and the court’s action in overruling appellants’ respective motions for a new trial.
It is contended by appellants that the complaint shows on its face that the indorsement upon the note sued on was by the Curtis Park Manufacturing Company, acting by and through its president and board of directors, and that said appellants signed only for and in behalf of said company as directors and not otherwise, while it is the contention of appellee that the word “director” after each of appellants’ names is merely descriptio personae and that each of appellants is individually liable.
“L. M. Parkhurst, Director,
W. B. Flick, Director,
G. T. Allen, Director,
I. R. Curtis, Director,
Anna Curtis, Director,
Jac England, Director,
H. E. Johnson, Director,
Layton M. Parkhurst,
H. E. Johnson,
I. S. Curtis,
Jac England.”
In Wright v. Floyd (1909), 43 Ind. 546, 86 N. E. 971, it was held that the directors can contract and act only as a board duly notified arid assembled, and that a single director has no power to contract for the corporation.
There was no error in overruling the motion for a new trial. The judgment is affirmed.