Several people, including appellant Shier, appellee’s assignor Legum, managing venturer J. Alan Breus and others, enterеd into a joint venture agreement named Bill Creek Associates, memorandum of which was filed of record, coincidentally with a wаrranty deed to certain land naming E. Wayne Legum & Associates Inc. by E. Wayne Legum, president, as grantor and Bill Creek Associates, a joint venture grantee. Also executed were a security deed and a promissory note of the same date (the note being the subject of this lawsuit) signed Bill Creek Associates, a joint venture, by J. Alan Breus, managing venturer. The note was in the face amount of $17,410, payаble to E. Wayne Legum & Associates, Inc. of equal date with the agreement and deed, calling for payment of interest due on the first, second, and third years from date (June 23, 1973) and payment of accrued interest plus one-third of the principal on the fourth, fifth, and sixth аnniversaries of that date. The note was assigned to appellee Price by "E. Wayne Legum & Assoc. Inc. by E. Wayne Legum, Pres.” on July 26,1976. This action on the note was brought in July, 1978, and resulted in summary judgment for Price, the assignee, the grant of which is here enumerated as error. Held:
1. Various аlleged deficiencies in the promissory note in question are urged as creating jury issues on the validity of the instrument:
*594 (a) Whether the warranty deed for which this note was given was properly signed. The warranty deed in question, signed by Legum as president of the grantor corporation, appears to be in order and is supported by the affidavit of Legum to the effect that he is the president and sole stоckholder of the corporation. Since it comes under none of the exceptions detailed in Code § 22-203 the question оf ultra vires is not before us. The signature is not the subject of any particularized attack and is presumed valid.
(b)
Whether Breus had authority to execute the note on behalf of Bill Creek Associates.
The note is executed in the exact form specified in the joint venture agreement, where authority for this purpose is specifically lodged in Breus. See
Tara Apts. v. C. & S. Nat. Bank,
(c)
Whether appellee Price is a holder in due course.
Did Price take the instrument for value, in good faith and without notice that it was overdue or that there was any defense to or claim against it by another person? Code § 109A-3 — 302 (1). Value is established by uncontroverted evidence that the appelleе paid $46,706.95 for a group of this and other evidences of indebtedness in a single transaction. Further, where the plaintiff is a holder in due сourse the defenses urged are not available against him. The note was not overdue although apparently interest had nоt been paid, since this transfer occurred prior to any obligation on the payor of the note to make a payment of principal. See Code § 109A-3 — 304 (3) (a);
Srochi v. Kamensky,
The sworn statement by Price that he took the instrument without notice of any claim or defense, where unopposed, is entitlеd to probative value.
(d) Whether Legum had authority to assign the note to Price. The assignment is not by Legum individually but by the corporate owner "by E. Wayne Legum, Pres.” and is legally sufficient. See (l)(a) supra.
(e) It is further contended that Price is barred from recovery on the note by the doctrine of laches and estoppel. These defenses appear to have been abandoned; however, we find no grounds for estoppel and the aсtion seeking recovery on a note under seal is one at law as to which the statute of limitation is 20 years. Code § 3-703.
2. Notice in аccordance with Code § 20-506 that the provision for 10% attorney fees in the note would be enforced if the principal and interest owing thereon were not received within ten days was included in the complaint. This is a proper notice.
New House Prod., Inc. v. Commercial Plastics & Supply Corp.
3. Lastly, the appellant contends that he cannot be liаble to Price, the assignee, for more than a pro rata share of the promissory note because he is one of thе joint
*596
venturers in the Bill Creek Associates, and the agreement among the persons forming this joint venture is that each shall be liable only for his pro rata share of the liabilities of the associates. Such an agreement between the joint venturers is not, of cоurse, binding on third persons, although it may well be that any venturer who has paid more than his share on a debt of the association has his rеmedy for contribution against the others who have not paid their share. See
Griffin v. Colonial Bank,
It was not error to grant the plaintiffs motion for summary judgment as to principal, interest and attorney fees.
Judgment affirmed.