82 A.D. 230 | N.Y. App. Div. | 1903
The complaint avers that the defendant is a domestic corporation; that on the 10th day of August, 1897, William H. Paulding made his certain promissory note in writing, whereby he promised to pay to the order of the defendant, three months after date, the sum of $7,500 with interest thereon at the rate of six per cent, and delivered said note to the defendant; that thereafter and before maturity, the defendant duly indorsed said note and delivered the same for value, and it came into the possession of the plaintiff for value before, maturity; that when the said note became due and payable, it was duly presented for payment at the place where the same was made payable, and payment thereof demanded, which was refused, whereupon the note was duly protested for non-payment, of all of which the defendant had due notice; that the said note was made and delivered as aforesaid for a renewal of a note theretofore made
It appeared that the maker, Paulding, was the president of the . defendant, and that Johnston was its secretary. It did not appear, therefore, upon the face of the note that it was the act of the corporation. Paulding executed the same in his individual capacity, and the indorsement was by the defendant, through Johnston as sec-' retary. A secretary is not necessarily an officer of a corporation. He may hold such position and yet be without authority to bind the corporation by his acts. Consequently, the note standing alone
■ The Order entered thereon should, therefore, be affirmed, with costs.
Van Brunt, P. J., Patterson, McLaughlin and -Laughlin, JJ. concurred.
Order affirmed, with costs.