Shoe Lasting Machine Co. v. Western National Bank

75 N.Y.S. 627 | N.Y. App. Div. | 1902

Patterson, J.:

This appeal is from a judgment, entered upon a verdict in favor of the defendant, and from an order denying a motion for a new trial. The action was brought to recover balances of money which the plaintiff claimed to be due it upon two deposit accounts it had with the defendant — one called the general account and the other the dividend account. The plaintiff was a corporation of the State of Massachusetts, but it had its main office or agency in the city of New York in charge of one Blackwell, who was the secretary and treasurer of the corporation, and is also referred to in the evidence as being practically a local manager. Blackwell opened the bank accounts for the plaintiff with the defendant, and it fully appears that the officers of the corporation in Massachusetts were cognizant of the opening of such accounts, and if original authority was not conferred upon Blackwell to open them, his acts in so doing were fully ratified by continuous dealings through those accounts with the defendant which were known to and acquiesced in by the plaintiff. In answer to the causes of action stated in the complaint, the defendant set up, in substance, the defense of payment. On the trial, the affirmative of the issue being with the defendant, it sought to establish its contention by evidence of the disbursement of moneys upon checks, which it claims were properly signed to authorize it to charge against the accounts of the plaintiff all the moneys withdrawn from the bank on such checks. It is admitted by the plaintiff that on the general account, all moneys were withdrawn on proper and sufficient checks, except the sum of $500.85. Those checks, which the plaintiff recognizes and admits to have been properly drawn on the general account, bore the name of the plaintiff corporation and the signatures of “ T. Mayo Blackwell, Treas.,” and “Walter Shaw, Prest.” The checks drawn upon the general account and repudiated by the plaintiff, were subscribed in its name but bore only the signature of “ T. Mayo Blackwell, Treas.” The checks disclaimed by the plaintiff and paid by the defendant out of the dividend account, were subscribed in the name of the plaintiff, but bore only the signature of “ T. Mayo Blackwell, Secty. and Treas.”

When Blackwell opened the accounts with the defendant he left with it two signature cards. It is admitted that those cards were intended to guide the bank in its payment of checks drawn upon the plaintiff's two accounts, but the plaintiff contends that checks drawn upon, those accounts should have borne the signatures of two officers while the defendant insists that the signature of eithér of the two officers would suffice upon checks drawn on. the general account and of Blackwell alone on the dividend account. When the two accounts were opened by Blackwell, if he had original authority to open them, that authority embraced the right to do everything that was necessary to the constitution of an active bank account, and included furnishing the bank with examples of the signatures upon which checks upon those accounts should be honored. If he did not have original authority to open the accounts, but his acts in so doing were ratified by the plaintiff, then that ratification also extended to such acts as he performed and were necessary to the constitution of a current bank account or accounts. Of the two signature cards that applicable to the general account reads as follows:

. “ Authorized Signatures op

“ Dec. 10th 1897. '

“ TEE SHOE LASTING -MA CHINE CO. ■

“ T. Mayo Blackwell

“ Treas.

. “ General Account.

“ Walter Sham, Prestí

“ Address 123 Liberty St. N. Y.

“ Business Shoe Machinery

“ Introduced by U. S. Nat. Bank,

“For THE WESTERN NATIONAL BANK, New York.” '

There is some conflict of testimony as to this card in its completed shape having been, left- by Black-well with the Western National Bank at the time the account was- opened. Mr. Shaw, the president of the company, says that it was sent to him signed by Blackwell and that then he added his signature and forwarded the card by mail to the defendant; but it' is immaterial how it reached the bank. The signature card for the dividend account is in. the following words:

“Authorized Signatures op

“.......................189.....

“ THE SHOE LASTING MACHINE CO.

“ Dividend Account.

“ T. Mayo Blackwell

“ Secty. c& TreasP

“ Address 123 Liberty S. N. 7.

“ Business Shoe Machinery

“Introduced by ü. S. Nat. Bank

“For The WESTERN NATIONAL BANK, New York.”

The object for which these signature cards were left with the bank being as above stated, the interpretation to be given to them as indicating the duty of the bank in the payment of checks is a subject for determination by the. court, and it seems to be obvious that on the general account one set of signatures was required while on the dividend account another and distinct signature was necessary. ■ Checks on both accounts were to be drawn in the name of the plaintiff, but on the general account two signatures were required, namely, that of the president and that of Blackwell as treasurer. That the differences in signatures were material is emphasized by the fact that on the dividend account Blackwell’s signature was to be in an entirely different form and was to be made in a different capacity from that in which checks were to be drawn on the general account. On checks drawn on the general account he was to sign as treasurer alone ; on checks drawn on the dividend account he was to sign both as treasurer and secretary.

Obviously, checks drawn on the general account were to be signed by two officers; checks on the dividend account by one. We can find nothing on the signature card relating to the general account which can be construed as authorizing the bank to pay checks on one of two signatures, and, on the other hand, nothing on the signature card relating to the dividend account which can be construed as authorizing the plaintiff to insist that two signatures were required to checks drawn upon that account. Consequently, we are of the opinion that the bank had no authority to pay moneys out of the general account upon the signature of Blackwell, Treas., alone, and that the defendant is not protected in making payment of the $500.85 upon insufficiently signed checks, and that the plaintiff was entitled to recover that amount, and, further, that the bank was authorized tó make payment on checks on the . dividend account signed by Blackwell, Sect. & Treas., alone. Ho such course of dealing was established between the parties as would have compelled ’ the defendant to reject checks on that dividend account signed in the manner last indicated. The question as to the general account is sufficiently raised by the exception to the refusal of the court to charge- the 8th request of the plaintiff. •

It follows that the judgment and order appealed from should be reversed and a new trial ordered, with costs to the appellant to abide the event.

Van Brunt, P. J., Ingraham, McLaughlin and Hatch, JJ., concurred.

Judgment and order reversed, new trial ordered, costs to appellant to abide event.