218 Mass. 324 | Mass. | 1914
This is an action upon a promissory note of the tenor following:
“$596.20 Boston, Nov. 19th, 1908.
On demand after date we promise to pay to the order of David F. Burns Five Hundred and ninety-six 20/100 dollars. Payable at State Street Trust Co. Boston Mass.
Value received with interest.
J. H. Sparling, Treas.
Stratton Engine Co.
David F. Burns, Pres.
Stratton Engine Co.”
The plaintiff is the trustee in bankruptcy of the payee. Oral evidence was received to the effect that both Burns and the defendant signed the note in their respective capacities as officers of the Stratton Engine Company, that it was executed at a meeting and under the direction of the board of directors of that company, that both Burns and the defendant believed they were executing the note of the company, that the note was given in payment of a claim against the company, and that the defendant received no consideration for his signature. The answer pleaded these facts by way of equitable defense and averred further that, if the phraseology of the note had the legal effect of binding him personally, there was accident and mistake in the use of such words. The equitable defense was properly pleaded under R. L. c. 173, § 28, as amended by St. 1913, c. 307; but, as later is pointed out, the facts set forth constituted a legal defense.
Under the law previous to the enactment of the negotiable instruments act, the defendant corporation would not have been held' on this note. It would have been not the note of the corporation, but simply the personal note of the two individuals who signed. Davis v. England, 141 Mass. 587. Tucker Manuf.
Although the law on this point in other jurisdictions before the passage of the negotiable instruments act may have differed from that of this Commonwealth, the result here reached appears to be in harmony with the rule now generally prevailing under that act. See American Trust Co. v. Canevin, 107 C. C. A. 543; Briel v. Exchange National Bank, 172 Ala. 475; Western Grocer Co. v. Lackman, 75 Kans. 34; Phelps v. Weber, 55 Vroom, 630; Megowan v. Peterson, 173 N. Y. 1; Citizens National Bank v. Ariss, 68 Wash. 448.
The plaintiff as trustee in bankruptcy has no greater rights in ' this respect than the bankrupt himself had. U. S. St. 1910, c. 412, § 8, relied upon by him, confers upon the trustee the rights of an
Order dismissing the report affirmed.