140 S.W. 770 | Tex. | 1911
The district court for the Fifty-Fifth judicial district appointed a receiver of all and singular the properties of the J. I. Campbell Company, a company, which had theretofore been incorporated under the laws of this state. The plaintiffs in error, Gaston & Ayres, intervened in this receivership suit, and sought a recovery on a note for $12,500 dated at Houston, Tex., December 30, 1904, made by I. L. Campbell, payable to Ross L. Clark, due one year after date, with interest from date at the rate of 7 per cent, per annum. This note was nego-‘ tiable in form. It bore the following indorsement: “For value received we guarantee the payment of the within note. J. I. Campbell Company, by I. L. Campbell, Vice President.” The evidence shows that at the time of the execution of the note the indorsement appearing thereon was entered by I. L. Campbell, the acting and active vice president of the company; the president, Mr. J. I. Campbell, having theretofore died. The evidence also shows beyond question that at this time the company was in great financial straights, and was being strongly pressed by the T. W. House bank for payment of a past-due debt amounting to something like $6,500. It was stated by Mr. I. L. Campbell that he “executed the note you hand me for the purpose of liquidating that indebtedness.” The details of the transaction are thus stated by him: “I, acting on behalf of the J. I. Campbell Company, did on or about December 30, 1904, apply to Mr. Jesse H. Jones for assistance in the matter of obtaining funds with which to pay T. W. House, and in| that respect this is what occurred between myself and Mr. Jones: I went to Mr. Jones, and told him Mr. House was desirous of having us pay what was due. him, and that I would like for him to help me get some money to pay Mr. House, and he said that he would do so, that he would see Mr. House, and would arrange it for me. Now, I do not know whether it was at the same time or the next time I saw him that he suggested I give him the amount due Mr. House — $6,500 I think was the amount — and, when I came to draw the note, he, Jones, said to draw the note for $12,500, and I asked him why I should make it for $12,500, and he said he would fix the balance of it later. I said ‘All right,’ and executed the note myself, individually, he, Jones, asking me to make it to Ross L.
Jt was not denied or questioned that Gas-ton & Ayres acquired the note in the due course of trade and for value, and that they acted in the utmost good faith, and had no notice of any defect, infirmity, or want of consideration in respect thereto, or 'that they had knowledge of any fact which would put them on inquiry as to any infirmity in the note, unless as a matter of law the note itself and the- indorsement appearing thereon would visit them with such notice.
In the trial court a verdict in favor of Gaston & Ayres for $6,500 was instructed, and judgment for this sum was rendered in their favor. This judgment was on appeal to the Court of Civil Appeals by them affirmed, and it is from this judgment that the case ís¡ brought to this court .on writ of error.
The main proposition submitted in behalf of the plaintiffs in .error, and which, if sustained', must dispose of. the case, is as follows: “The undisputed' evidence shows that plaintiffs in .error purchased before maturity and paid full value for the paper sued on by them herein, without any 'reason whatever to suspect that same was not made in the due course of business by the corporation, J. I. Campbell Company, and as the result of the guaranty of the corporation upon the paper it received and retained the full value thereof, and plaintiffs in error were, therefor, entitled to have judgment rendered in their favor for the full amount sued for by them, and the said Court of Civil Appeals erred in not so doing.” We have no doubt that this proposition is under the undisputed evidence sound, and that Gaston & Ayres are entitled to recover in said proceeding the full amount of their debt, and we do here and now so adjudge and decree.
In order that the grounds for so holding may distinctly appear, we will now set forth at some length the particular reasons which have led us to this conclusion. Negotiable paper in the shape of bills, notes, checks, and drafts evidence not only a large part of the wealth of the country, but furnish the means and basis on which and by which the greater part of the commerce and business of the nation is conducted. There passes through the banking houses of the country and through the mails every day of the year in this form a merchandise that far “outshines the wealth of Ormus and of Ind.” It has been truly said of them that they are “couriers- without luggage.” Not only by the law merchant of this country and England is negotiable paper favored and protected, but generally it is also protected by statute.
Now, then, in the light of the provisions of our statutes and the well-established rules by which we must be governed, let us examine the case in hand.
We come, therefore, to the question, Shall the rights of the parties and the right and justice of the case be made to depend on the mere form the transaction took or the apparel in which it was clothed? We cannot think so. The law ever pays but scant respect to mere appearance, but should ‘and does give its .first attention to the realities and very truth of every transaction. Holding these views, it results that having the right to borrow money and having obtained on its note the money of these plaintiffs in error who were in the transaction, without blame or fault, the company must under the law, and should as a matter of right, repay them. We agree with the trial court and the Court of Civil Appeals that there was no legal evidence raising the issue that the sum paid T. W. House was or that the sum should be treated as the funds of I. L. Campbell. The transaction in its inception and until the note was given and guaranteed was the
It is therefore, ordered that the judgment of the Court of Civil Appeals be, and the same is hereby, reversed, and the cause is remanded, with instructions to the district court to render judgment in favor of Gaston & Ayres for its full amount of the note sued on and for all costs.