81 N.Y.S. 782 | N.Y. App. Div. | 1903
The complaint avers that the defendant is a domestic corporation; that on the ioth 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 6 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,
It appeared that the maker, Paulding, was the president of the defendant, and that Johnson 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 secretary. 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, when offered in evidence, would not have been technically admissible without further proof. The proof offered, however, to show the signature to the note by Paulding, and that it was in his handwriting, was competent, as it was one of the steps in the establishment of its validity. It was also competent to prove the indorsement by the secretary, and this, if followed up by proof showing that the secretary was authorized to indorse the note by the corporation, then a case would be made which prima facie established the liability of the defendant to pay the same. Under such circumstances, the plaintiff having taken the note and paid value therefor, he is presumed to be a holder in due course within the provisions of the Negotiable Instruments Daw, §§ 50, 91,
The order entered thereon should, therefore, be affirmed, with costs. All concur.
Í 5. See Corporations, vol. 12, Cent. Dig. § 2082.