124 Ala. 365 | Ala. | 1899
— It is one of the essentials of a promissory note that it shall be based upon the personal credit and liability of the maker. — 4 Am. & Eng. Ency. Law, 89; Munger v. Shannon, 61 N. Y. 257. The promise to pay must be absolute and without restriction to particular funds. — Ohitty on Bills, 132-134; Blackman v. Lehman, Durr & Co., 63 Ala. 547.
The first clause of the instrument here sued on is in itself in form the promissory note of the defendant1 corporation but its character as such is effectually destroyed by the succeeding clause purporting to restrict its obligation so that it should affect the stock interests of a part of its stocidiolders only, to the exoneration of the stock interests of its other stockholders. The “stock interests” so termed can only have reference to interests owned as shares in the capital stock of the corporation
A judgment obtained and enforced upon'Niis instrument Avould be contrary to the express stipulation that it shall not be chargeable against the stock interests of the several stockholders named. That stipulation is entitled to as much force as the previous promise to pay. The tAvo clauses are repugnant and there is no room' to make each operative. The writing therefore imports no obligation which can be enforced in this action; and it is not assisted by the evidence introduced on the trial.
It is unnecessary to notice the interlocutory rulings of the trial court. Its judgment must be reversed and a judgment here rendered in favor of the defendant.
Reversed and rendered.
