178 Ga. 818 | Ga. | 1934
The Merchants and Planters Bank of Villa Rica, brought suit on two notes signed by Nalley Land and Investment Company, by W. J. Nalley as president, and Drusilla Nalley as secretary-treasurer, and by the latter two named parties individually, the notes being for $1734 and $1900 respectively, dated January 31, 1924, and payable December 24, 1924, the suit being brought in the superior court of Douglas County. The defendants filed demurrers and answers to the petition; and the plaintiff filed demurrers to the answer. The demurrers to the petition were overruled, and exceptions pendente lite were sued out; but the exceptions were not preserved in the- final bill of exceptions and were not argued in the brief of the plaintiffs in error. While separate answers were filed by each of the defendants, they were substantially the same. The defense to the suit is that the notes were signed by the land and investment company and by the individuals as security for Gordon Nalley, who had in previous years borrowed money from the bank on his note; that the present notes were renewals of notes given by Gordon Nalley; that the defendants signed the notes, at the request of the bank, as security and on the assurance of the
The judge directed a verdict for the plaintiff. The defendants’ motion for new trial was overruled, and they excepted.
Special grounds 2, 3, and 4 complain that the court directed a verdict for the plaintiffs, because the question whether the defendants were relieved as securities on the notes and deed by the bank’s promisei to get Gordon Nalley to sign the notes as maker, and the failure to do so, was for the jury, and if their contentions were true in this respect they would be relieved from liability on the notes and deed; that under the charter of the corporation and the laws of the State the corporation was not authorized to act as security; and that under the pleadings and the evidence “it was a jury question to determine in what capacity the signers of the notes sued on signed them.” The defendants contend that the Nalley Land & Investment Company was without authority to act as security for the debt of another. The Civil Code (1910), § 2823, par. 5, declares: “ Corporations thus created may exercise all corporate powers necessary to the purpose of their organization, but shall make no contract, or purchase or hold any property of any kind, except such as is necessary in legitimately carrying into effect such purpose, or for securing debts due to the company.” The charter of the corporation provides: “The object of the corporation is pecuniary gain to the stockholders, and to that end petitioner’s desire to conduct a general farming business, to operate manufacturing establishments, such as fertilizer, cotton mill, cottonseed oil mill, farming implements, and sawmill plants, . . to buy, sell, lease, .exchange, or improve real and personal property, to borrow or lend money, taking or giving security, either real or personal, . . in so far as the same may be legally done by a corporation under the laws of Georgia.”
It was held in First National Bank of Tallapoosa v. Monroe, 135 Ga. 614 (69 S. E. 1123, 32 L. R. A. (N. S.) 550) : “A national bank, in negotiating its paper, can bind itself for the payment thereof by its indorsement thereon; but it can not guarantee the payment of the paper of others, or become surety thereon, solely for the benefit of the latter.” In Savannah Ice Co. v. Canal-Louisiana Bank & Trust Co., 12 Ga. App. 818 (79 S. E. 45), it was held: “Corporations are granted no rights and clothed with no powers
The defendants contend that the notes and security deed were executed with the understanding with the bank that the maker of the original notes would also sign the notes that were sued on, and that the notes were not to be valid until such signature was obtained. The officer of the bank denied that he had any such understanding with the signers of the notes. This made an issue of fact that should have been submitted to a jury; for if such was the fact, then the notes were not binding upon the defendants, the contract being incomplete. In Hansford v. Freeman, 99 Ga. 376 (27 S. E. 706), this court held: “Where a promissory note was signed and delivered by the maker to the payee’s agent, upon an express understanding and agreement that the latter was not to deliver the note to his principal except upon the happening of a certain event, but was to hold the note cfor both parties’ until it could be ascertained whether or not this event would happen; and where in fact it did not happen at all, and the agent, in violation of the understanding and agreement above mentioned, delivered the note to his principal, such delivery was not effective or binding upon the maker. Under these circumstances, the agent was, as to the matter of delivery, the mutual agent of both the other parties.” In the
Ground 5 complains that the court erred in allowing the cashier of the bank to testify as to a transaction with the intestate of one of the defendant administrators, said intestate having also been an officer of the defendant corporation. This ground fails to show the nature of the transaction, or whether it was material; and for this reason no question of error is sufficiently presented for decision. This court, therefore, will not at this time decide whether the witness was competent or not.
Judgment reversed.